X0306 4 2016-12-30 0 0001581990 PLAINS GP HOLDINGS LP PAGP 0001188625 SINNOTT ROBERT V 1800 AVE OF THE STATE 2ND FLR LOS ANGELES CA 90067 1 0 0 0 Class A Shares 2016-12-30 4 A 0 434602 0 A 434602 I See Footnotes Class A Shares 2016-12-30 4 J 0 434602 0 A 0 I See Footnotes Class A Shares 558492 I Rosa Sinnott 2010 GRAT dtd 1/28/10 John Sinnott, TTEE Class A Shares 558492 I Robert Sinnott 2010 GRAT dtd 1/28/10 John Sinnott TTEE Class A Shares 75104 I Cliffwood Energy Partners Class A Shares 37552 I Robert and Rosa Sinnott Living Trust dtd 10/24/97, Robert V Sinnott and Rosa R Sinnott Trustees Class A Shares 257624 I See Footnote Class B Shares/Class A Units/GP Units 0 2016-12-30 4 M 0 434602 0 D Class A shares 434602 24657834 I See Footnotes As of the date of this Form 4, the Reporting Person holds an indirect ownership interest in Plains GP Holdings, L.P. (the "Issuer") through his ownership in KAFU Holdings, L.P., KAFU Holdings (QP), L.P., and KAFU Holdings II, L.P. (collectively, "KAFU"). Further the Reporting Person is the Co-Chairman of Kayne Anderson Capital Advisors, L.P. ("KACALP"), an SEC registered investment adviser and the managing member of KAFU. The Reporting Person may be deemed to be the beneficial owner of all of the interests held by KAFU. The Eighth Amended and Restated limited partnership agreement of Plains AAP, L.P. ("AAP") provides that each limited partner has the right at any time (without expiration) to immediately exchange (the "Exchange Right") its Class A Units in AAP, together with a like number of associated Class B Shares in the Issuer and GP Units in PAA GP Holdings LLS, for a like number of Class A Shares of the Issuer. The Reporting Person disclaims beneficial ownership of the securities held by KAFU and KACALP, except to the extent of his pecuniary interest therein The reported transactions involve in-kind distributions to redeeming limited partners of KAFU. Cliffwood Energy Partners, L.P. is a family investment vehicle. Mr. Sinnott is the managing member of the general partner In a simultaneous transaction, KAFU exercised the redemption right provided for in the limited partnership agreement of AAP with respect to 3,035,517 Class A Units. As a result, such Class A Units were cancelled and 3,035,517 Common Units of Plains All American Pipeline, L.P. were distributed by AAP to KAFU. The number of derivative securities owned reflects both the exchange transaction reported herein and the simultaneous redemption transaction. Shares held by KACALP. The Reporting Person is Co-Chairman of KACALP and may be deemed to beneficially own the Class A Shares. David Shladovsky 2017-01-04