X0306 4 2016-02-10 0 0001581990 PLAINS GP HOLDINGS LP PAGP 0001188625 SINNOTT ROBERT V 1800 AVE OF THE STARS 3RD FLR LOS ANGELES CA 90067 1 0 0 0 Class A Shares 2016-02-10 4 A 0 17562144 0 A 17562144 I See Footnotes Class A Shares 2016-02-10 4 A 0 1487244 0 A 1487244 I Rosa Sinnott201 GRAT dtd 1/28/10 John Sinnott, TTEE Class A Shares 2016-02-10 4 A 0 1487244 0 A 1487244 I Robert Sinnott 2010 GRAT dtd 1/28/10 John Sinnott, TTEE Class A Shares 2016-02-10 4 P 0 200000 5.65 A 200000 I See Footnote Class A Shares 2016-02-10 4 P 0 100000 5.72 A 100000 I See Footnote Class A. Shares 2016-02-11 4 A 0 704075 0 A 704075 I See Footnote Class A Shares 2016-02-10 4 J 0 17562144 0 D 0 I See Footnotes Class A Shares 2016-02-11 4 J 0 704072 0 D 0 I See Footnotes Class A Units in Plains AAP, L.P. 0 2016-02-10 4 M 0 20536632 0 D Class A Shares 20536632 75162447 I See Footnotes Class A Units in Plains AAP, L.P. 0 2016-02-11 4 M 0 704075 0 D Class A Shares 704075 74458372 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 Chief Executive Officer of Kayne Anderson Capital Advisors, L.P. ("KACALP"), an SEC registered investment adviser and the managing member of KAFU which is also an affiliate of FRCI, LLC ("FRCI")by virtue of common ownership. The Reporting Person may be deemed to be the beneficial owner of all of the interests held by KAFU and KACALP as applicable. In connection with the initial public offering of the Issuer, 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. The Exchange Right may be settled in cash at the option of the Issuer and, as a result the Reporting person may not be deemed to beneficially own any Class A shares reported herein. Nonetheless, the number of derivative securities included in the table above represents the number of Class B shares owned by KAFU and KACALP, that are potentially exchangeable for an equivalent number of Class A shares The Reporting Person disclaims beneficial ownership of the securities held by KAFU and KACALP, except to the extent of his pecuniary interest therein. The Reporting Person may have been deemed to beneficially own the AAP Units held by KAFU prior to the consummation of the initial public offering of the Issuer. The AAP Units, collectively with the Class B shares and the GP Units, constitute the derivative security as described herein. The reported transactions involve in-kind distributions to redeeming limited partners of KAFU, other than distributions to accounts in which the Reporting Person has a beneficial ownership interest (see note 6). Such redemptions are made in-kind with Class A shares. Represents that portion of the Class A shares converted by KAFU in which the Reporting Person has a beneficial ownership interest, which are in addition to the Class A shares addressed in footnote 5. Cliffwood Energy Partners, L.P. is a family investment vehicle. Mr. Sinnott is the managing member of the general partner. Class A shares were purchased in the open market at prices between $5.52 and $5.83 per share. Robert and Rosa Sinnott Living Trust dtd 10/24/97, Robert V. Sinnott and Rosa K. Sinnott, Trustees. Class A shares were purchased in the open market at prices between $5.52 and $5.83 per share. Robert V. Sinnott 2016-02-12