0000797468-13-000105.txt : 20131029 0000797468-13-000105.hdr.sgml : 20131029 20131029174105 ACCESSION NUMBER: 0000797468-13-000105 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131029 FILED AS OF DATE: 20131029 DATE AS OF CHANGE: 20131029 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: OCCIDENTAL PETROLEUM CORP /DE/ CENTRAL INDEX KEY: 0000797468 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36132 FILM NUMBER: 131177295 BUSINESS ADDRESS: STREET 1: 10889 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 3102088800 MAIL ADDRESS: STREET 1: 10889 WILSHIRE BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCCIDENTAL PETROLEUM INVESTMENT CORP CENTRAL INDEX KEY: 0001259248 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36132 FILM NUMBER: 131177296 MAIL ADDRESS: STREET 1: 10889 WILSHIRE BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Occidental Transportation Holding Corp CENTRAL INDEX KEY: 0001590160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36132 FILM NUMBER: 131177297 BUSINESS ADDRESS: STREET 1: 10889 WILSHIRE BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: (310) 208-8800 MAIL ADDRESS: STREET 1: 10889 WILSHIRE BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oxy Holding Co (Pipeline), Inc. CENTRAL INDEX KEY: 0001590092 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36132 FILM NUMBER: 131177298 BUSINESS ADDRESS: STREET 1: 10889 WILSHIRE BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: (310) 208-8800 MAIL ADDRESS: STREET 1: 10889 WILSHIRE BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90024 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2013-10-29 0 0001581990 PLAINS GP HOLDINGS LP PAGP 0001590092 Oxy Holding Co (Pipeline), Inc. 10889 WILSHIRE BOULEVARD LOS ANGELES CA 90024 0 0 0 1 See remarks 0001590160 Occidental Transportation Holding Corp 10889 WILSHIRE BOULEVARD LOS ANGELES CA 90024 0 0 0 1 See remarks 0001259248 OCCIDENTAL PETROLEUM INVESTMENT CORP 10889 WILSHIRE BOULEVARD LOS ANGELES CA 90024 0 0 0 1 See remarks 0000797468 OCCIDENTAL PETROLEUM CORP /DE/ 10889 WILSHIRE BOULEVARD LOS ANGELES CA 90024 0 0 0 1 See remarks See footnote 2013-10-29 4 D 0 4382094 21.34 D Class A Shares 4382094 148830161 D Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), among other things, each limited partner of AAP, including Oxy Holding Company (Pipeline), Inc. ("OHC"), has the right, at any time and from time to time, to immediately exchange its Class A units representing limited partner interests ("AAP Class A Units"), together with a like number of Class B shares representing limited partner interests of the Issuer (the "Class B Shares") and units representing limited liability company interests 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 or, at the election of AAP, the cash value thereof. The filing of this Statement shall not be construed as an admission that any Reporting Person is, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security. Pursuant to the contribution agreement, dated as of October 21, 2013, by and among the Issuer, PAA GP Holdings LLC and others executed in connection with the closing of the initial public offering of the Issuer, the Issuer and OHC agreed that if underwriters in the Issuer's initial public offering exercised the option granted to them in the underwriting agreement (the "Option"), the Issuer would redeem from OHC a number of Class B Shares, and purchase from OHC a corresponding number of AAP Units, equal to the number of Class A Shares purchased by the underwriters pursuant to the Option and OHC would contribute to the Issuer a number of GP Units that equaled the number of Class B Shares redeemed. On October 29, 2013, (i) the underwriters purchased 4,382,094 Class A Shares pursuant to the Option, (ii) the Issuer (a) redeemed 4,382,094 Class B Shares from OHC and (b) purchased from OHC 4,382,094 AAP Class A Units for $21.34/unit and (iii) OHC contributed to the Issuer 4,382,094 GP Units. Vicky Sutil is a director of the general partner of the Issuer. Based on the relationship of Ms. Sutil and the Reporting Persons, the Reporting Persons may be deemed directors by deputization of the Issuer. Oxy Holding Company (Pipeline), Inc. ("OHC"), Occidental Transportation Holding Corporation ("OTHC") and Occidental Petroleum Investment Co. ("OPIC") are wholly owned subsidiaries of Occidental Petroleum Corporation ("Occidental" and, together with OHC, OTHC, and OPIC, the "Reporting Persons"). /s/ LINDA S. PETERSON, Vice President and Secretary 2013-10-29 /s/ LINDA S. PETERSON, Vice President and Secretary 2013-10-29 /s/ LINDA S. PETERSON, Vice President and Secretary 2013-10-29 /s/ ROY PINECI, Vice President, Controller and Principal Accounting Officer 2013-10-29