4//SEC Filing
PLAINS GP HOLDINGS LP 4
Accession 0001237769-13-000045
$PAGPCIK 0001581990operating
Filed
Oct 22, 8:00 PM ET
Accepted
Oct 23, 9:47 PM ET
Size
14.4 KB
Accession
0001237769-13-000045
Insider Transaction Report
Form 4
GORMAN MARK J
EVP-Operations & Bus. Devel
Transactions
- Award
Class B Shares representing limited partner interests
2013-10-21+43,672→ 43,672 total(indirect: See footnotes) - Award
Units in PAA GP Holdings LLC
2013-10-21+43,672→ 43,672 total(indirect: See footnotes) - Other
Class A Units in Plains AAP, L.P.
2013-10-21+43,672→ 43,672 total(indirect: See footnotes)Exercise: $0.00→ Class A Shares (43,672 underlying) - Other
Class B Units in Plains AAP, L.P.
2013-10-21+2,867,092→ 2,867,092 totalExercise: $0.00→ Class A Shares (2,591,681 underlying)
Footnotes (6)
- [F1]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 PAA Management, L.P. ("PAA Management"). Pursuant to the Contribution Agreement dated October 21, 2013 by and among the Issuer, PAA GP Holdings LLC and the other parties signatory thereto entered into in connection with the closing of the initial public offering of the Issuer (the "Offering"), PAA Management received 21,835,922 Class B shares of the Issuer (the "Class B shares") in exchange for certain contributions to the Issuer and the general partner of the Issuer.
- [F2]In addition, the limited partnership agreement of Plains AAP, L.P. ("AAP") was amended and restated to provide that each limited partner of AAP, including PAA Management, will have the right, at any time and from time to time, to immediately exchange (the "Exchange Right") its Class A Units in AAP (the "AAP Units"), together with a like number of Class B shares and units 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. The Exchange Right does not expire and may be settled in cash at the option of the Issuer. As such, the Reporting Person may not be deemed to beneficially own the Class A shares reported herein. The number of Class A shares included in the table above represents the number of Class B shares owned by PAA Management that are exchangeable for an equivalent number of Class A shares.
- [F3]The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and therefore may be deemed to be a beneficial owner of the interests held by PAA Management.
- [F4]The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.
- [F5]The Reporting Person may have been deemed to beneficially own the AAP Units prior to the consummation of the Offering. The AAP Units, collectively with the Class B Shares and the GP Units, constitute the derivative acquired as described herein.
- [F6]The Reporting Person owned the Class B Units in Plains AAP, L.P. (the "Class B Units") prior to the consummation of the Offering. After December 31, 2015, the Reporting Person has hte right (which does not expire) to exchange his vested Class B Units for a number of Class A Units and Class B Shares equal to the number of Class B Units exchanged times a conversion factor, which, as of the date hereof, was 0.9.
Documents
Issuer
PLAINS GP HOLDINGS LP
CIK 0001581990
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001581990
Filing Metadata
- Form type
- 4
- Filed
- Oct 22, 8:00 PM ET
- Accepted
- Oct 23, 9:47 PM ET
- Size
- 14.4 KB