0001615619-16-000080.txt : 20160829 0001615619-16-000080.hdr.sgml : 20160829 20160829185201 ACCESSION NUMBER: 0001615619-16-000080 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160825 FILED AS OF DATE: 20160829 DATE AS OF CHANGE: 20160829 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PLAINS GP HOLDINGS LP CENTRAL INDEX KEY: 0001581990 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 CLAY ST STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-646-4100 MAIL ADDRESS: STREET 1: 333 CLAY ST STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nerbonne Daniel J CENTRAL INDEX KEY: 0001316997 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36132 FILM NUMBER: 161859053 MAIL ADDRESS: STREET 1: 333 CLAY STREET, # 1600 CITY: HOUSTON STATE: TX ZIP: 77002 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2016-08-25 0 0001581990 PLAINS GP HOLDINGS LP PAGP 0001316997 Nerbonne Daniel J 333 CLAY ST., STE. 1600 HOUSTON TX 77002 0 1 0 0 EVP - Operations & Engineering Class A Shares 490014 D Class B Units in Plains AAP, L.P. 0 Class A Shares 141200 D Class A Units in Plains AAP, L.P. 0 Class A Shares 13082 I See Footnotes The Class B Units in Plains AAP, L.P. represent a profits interest. The Class B Units become earned (entitled to receive distributions) in 25% increments upon payment by Plains All American Pipeline, L.P. ("PAA") of annualized quarterly distributions of $2.90, $3.15, $3.30 and $3.50 per PAA common unit, respectively. The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to December 31, 2022. If Reporting Person remains employed after such date, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis. The Reporting Person holds an indirect ownership interest in Plains GP Holdings, L.P. (the "Issuer") through his ownership in PAA Management, L.P. ("PAA Management"). PAA Management owns 21,835,922 Class B shares of the Issuer (the "Class B Shares"). The limited partnership agreement of Plains AAP, L.P. ("AAP") provides that each limited partner of AAP, including PAA Management, has the right, at any time and from time to time, to immediately exchange (the "Exchange Right") its Class A Units in AAP (the "AAP Units"), together with a like number of Class B shares and units of the Issuer's general partner (the "GP Units"), for Class A shares of the Issuer (the "Class A Shares") on a one-for-one basis. The Exchange Right does not expire and may be settled in cash at the option of the Issuer. As such, the Reporting Person may not be deemed to beneficially own the Class A shares reported herein. The number of Class A shares included in the table above represents the number of Class B shares owned by PAA Management that are exchangeable for an equivalent number of Class A shares. As a member of PAA Management LLC, Reporting Person may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein. /s/ Daniel J. Nerbonne 2016-08-29 EX-24 2 poanerrbonnepagp.htm POWER OF ATTORNEY

POWER OF ATTORNEY



Know all by these presents that the undersigned hereby constitutes and appoints each of Richard McGee and Ann F. Gullion, or either of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the SEC) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of PAA GP Holdings LLC, the general partner of Plains GP Holdings, L.P. (the Company), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of August,2016,



/s/ Daniel J. Nerbonne