X0306 4 2016-01-29 0 0001581990 PLAINS GP HOLDINGS LP PAGP 0000949615 KAYNE ANDERSON CAPITAL ADVISORS LP 1800 AVENUE OF THE STARS 3RD FLOOR LOS ANGELES CA 90067 1 0 1 0 0001590015 KAFU HOLDINGS, L.P. 1800 AVENUE OF THE STARS 3RD FLOOR LOS ANGELES CA 77002 1 0 1 0 0001638385 KAFU Holdings (QP), L.P. 1800 AVENUE OF THE STARS, SUITE 300 LOS ANGELES CA 90067 1 0 1 0 0001590087 KAFU Holdings II, L.P. 1800 AVENUE OF THE STARS 3RD FLOOR LOS ANGELES CA 90067 1 0 1 0 Class A Shares 2016-01-29 4 A 0 3138430 0 A 3138430 I See Footnotes Class A Shares 2016-01-29 4 J 0 3138430 0 D 0 I See Footnotes Class A Units in Plains AAP, L.P. 0 2016-01-29 4 M 0 3138430 0 D Class A Shares 3138430 95699079 I See Footnotes KAFU Holdings (QP), L.P., KAFU Holdings, L.P., and KAFU Holdings II, L.P. (collectively "KAFU") along with Kayne Anderson Capital Advisors, L.P. ("KACALP") hold Class B shares representing limited partners interest in Plains GP Holdings L.P. (the "Issuer"), an equivalent number of units representing limited liability company interests of the Issuer's general partner ("GP Units"), and an equivalent number of Class A Units representing limited partner interests in Plains AAP, L.P. ("AAP"). The limited partnership agreement of AAP was amended and restated to provide that each limited partner of AAP, including KAFU and KACALP, will have 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 Class B shares and the GP Units, for a like number of Class A shares of the Issuer. KACALP is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units in AAP, and the GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security. The reported transaction is an in-kind distribution to redeeming limited partners of KAFU. Such redemption were made in-kind with Class A shares. David Shladovsky 2016-02-02