0001304186-17-000005.txt : 20170404 0001304186-17-000005.hdr.sgml : 20170404 20170404180945 ACCESSION NUMBER: 0001304186-17-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170331 FILED AS OF DATE: 20170404 DATE AS OF CHANGE: 20170404 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: KAYNE ANDERSON CAPITAL ADVISORS LP CENTRAL INDEX KEY: 0000949615 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36132 FILM NUMBER: 17740125 BUSINESS ADDRESS: STREET 1: 1800 AVENUE OF THE STARS STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105562721 MAIL ADDRESS: STREET 1: 1800 AVENUE OF THE STARS STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER NAME: FORMER CONFORMED NAME: KAIM NON TRADITIONAL L P/CA DATE OF NAME CHANGE: 19960605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAFU Holdings II, L.P. CENTRAL INDEX KEY: 0001590087 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36132 FILM NUMBER: 17740126 BUSINESS ADDRESS: STREET 1: 1800 AVENUE OF THE STARS STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-282-7900 MAIL ADDRESS: STREET 1: 1800 AVENUE OF THE STARS STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAFU Holdings (QP), L.P. CENTRAL INDEX KEY: 0001638385 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36132 FILM NUMBER: 17740127 BUSINESS ADDRESS: STREET 1: 1800 AVENUE OF THE STARS, SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 282-7900 MAIL ADDRESS: STREET 1: 1800 AVENUE OF THE STARS, SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAFU HOLDINGS, L.P. CENTRAL INDEX KEY: 0001590015 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36132 FILM NUMBER: 17740128 BUSINESS ADDRESS: STREET 1: 1800 AVENUE OF THE STARS STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 77002 BUSINESS PHONE: 310-282-7900 MAIL ADDRESS: STREET 1: 1800 AVENUE OF THE STARS STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 77002 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2017-03-31 0 0001581990 PLAINS GP HOLDINGS LP PAGP 0001590015 KAFU HOLDINGS, L.P. 1800 AVENUE OF THE STARS 3RD FLOOR LOS ANGELES CA 77002 0 0 0 1 See Remarks 0001638385 KAFU Holdings (QP), L.P. 1800 AVENUE OF THE STARS, 3RD FLOOR LOS ANGELES CA 90067 0 0 0 1 See Remarks 0001590087 KAFU Holdings II, L.P. 1800 AVENUE OF THE STARS 3RD FLOOR LOS ANGELES CA 90067 0 0 0 1 See Remarks 0000949615 KAYNE ANDERSON CAPITAL ADVISORS LP 1800 AVENUE OF THE STARS 3RD FLOOR LOS ANGELES CA 90067 0 0 0 1 See Remarks Class A Shares 2017-03-31 4 A 0 185207 0 A 185207 I See Footnote Class A Shares 2017-03-31 4 J 0 185207 0 D 0 I See Footnote Class A Shares 257624 D Class B Shares/Class A Units/GP Units 0 2017-03-31 4 M 0 185207 0 D Class A Shares 185207 22637206 I See Footnote KAFU Holdings (QP), L.P., KAFU Holdings, L.P., and KAFU Holdings II, L.P. (collectively "KAFU") hold Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU and KACALP, 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 Class B shares and the GP Units, for a like number of Class A shares of the Issuer. Kayne Anderson Capital Advisors, L.P. ("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 involves an in-kind distribution to redeeming limited partners of KAFU Holdings (QP), L.P. and KAFU Holdings, L.P. Shares held by Kayne Anderson Capital Advisors, L.P. In a simultaneous transaction, KAFU exercised the redemption right provided for in the limited partnership agreement of AAP with respect to 1,835,421 Class A units. As a result, such Class A units were cancelled and 1,835,421 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. Bob Sinnott is a director of the managing general partner of the Issuer. Based on the relationship of Mr. Sinnott and the Reporting Persons, the Reporting Persons may be deemed directors by deputization of the Issuer. KAFU Holdings (QP), L.P., KAFU Holdings, L.P., and KAFU Holdings II, L.P. are referred to herein as the "Reporting Persons". 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. David Shladovsky 2017-04-04