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4//SEC Filing

PLAINS GP HOLDINGS LP 4

Accession 0001237769-16-000037

$PAGPCIK 0001581990operating
View on SEC.govCompany Profile

Filed

Jan 27, 7:00 PM ET

Accepted

Jan 28, 6:48 PM ET

Size

21.7 KB

Accession

0001237769-16-000037

Insider Transaction Report

Form 4
Period: 2016-01-26
PLAINS GP HOLDINGS LPPAGP
DUCKETT W DAVID
Pres. of subsidiary-PMC ULC
Transactions
  • Exercise/Conversion

    Class B units in Plains AAP, L.P.

    2016-01-26−2,500,000→ 1,930,961 total
    Exercise: $0.00From: 2015-12-31→ Class B Shares/Class A Units of Plains AAP, L.P. (2,345,327 underlying)
  • Exercise/Conversion

    Class A Units in Plains AAP, L.P.

    2016-01-26+2,345,327→ 2,345,327 total
    Exercise: $0.00From: 2015-12-31→ Class A Shares (2,345,327 underlying)
  • Exercise/Conversion

    Class A Units in Plains AAP, L.P.

    2016-01-26−2,345,327→ 0 total
    Exercise: $0.00From: 2015-12-31→ Class A Shares (2,345,327 underlying)
  • Exercise/Conversion

    Class B Shares representing limited partner interests

    2016-01-26−2,345,327→ 0 total
    Exercise: $0.00From: 2015-12-31→ Class A Shares (2,345,327 underlying)
  • Exercise/Conversion

    Class A Shares reprsenting limited partner interests

    2016-01-26+2,345,327→ 2,345,327 total
  • Exercise/Conversion

    Class B Shares representing limited partner interests

    2016-01-26+2,345,327→ 2,345,327 total
    Exercise: $0.00From: 2015-12-31→ Class A Shares (2,345,327 underlying)
Holdings

  • Class B Shares representing limited partner interests

    (indirect: see footnotes)
    1,332,144

  • Class A Units in Plains AAP, L.P.

    (indirect: see footnotes)
    Exercise: $0.00→ Class A Shares (1,332,144 underlying)
    1,332,144

  • Units in PAA GP Holdings LLC

    (indirect: see footnotes)
    1,332,144
Footnotes (5)
  • [F1]) Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), after December 31, 2015, a holder of vested Class B Units of AAP (the "Class B Units") may convert, from time to time, such Class B Units into an equal number of Class A Units of AAP (the "Class A Units") and Class B shares (the "Class B shares") of Plains GP Holdings, L.P. (the "Issuer"), at the then applicable conversion ratio. On 1/26/2016 the Reporting Person exercised his right to convert 2,500,000 Class B Units into 2,345,327 Class A Units and 2,345,327 Class B shares, at the current conversion ratio of 0.938.
  • [F2]Pursuant to the limited partnership agreement of AAP, upon conversion of Class B Units into Class A Units and Class B shares, the Class A Units and Class B shares are then together exchangeable for an equal number of Class A shares of the Issuer (the "Class A shares"). On 1/26/2016, the Reporting Person elected to exchange 2,345,327 Class A Units and 2,345,327 Class B shares for 2,345,327 Class A shares.
  • [F3]The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, L.P. ("PAA Management"). As of the date of this Form 4, the Reporting Person holds an indirect ownership interest in the Issuer through his ownership in PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The limited partnership agreement of AAP provides that each limited partner of AAP, including PAA Management, will have the right, at any time and from time to time, to exchange (the "Exchange Right") its Class A Units in AAP, together with a like number of Class B shares and units of the Issuer's general partner (the "GP Units"), for Class A shares on a one-for-one basis.
  • [F4]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, Class A Units and GP Units owned by PAA Management that are exchangeable for an equivalent number of Class A shares. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.
  • [F5]Pursuant to the limited partnership agreement of AAP, the rights to (a) convert Class B Units into Class A Units and Class B shares and (b) exchange Class A Units and Class B shares (acquired in a conversion from Class B Units) for Class A shares do not expire.

Documents

1 file

Issuer

PLAINS GP HOLDINGS LP

CIK 0001581990

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Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001581990

Filing Metadata

Form type
4
Filed
Jan 27, 7:00 PM ET
Accepted
Jan 28, 6:48 PM ET
Size
21.7 KB
View on SEC.gov