4//SEC Filing
PLAINS GP HOLDINGS LP 4
Accession 0001615619-16-000098
$PAGPCIK 0001581990operating
Filed
Sep 18, 8:00 PM ET
Accepted
Sep 19, 6:50 PM ET
Size
9.8 KB
Accession
0001615619-16-000098
Insider Transaction Report
Form 4
Nerbonne Daniel J
EVP - Operations & Engineering
Transactions
- Disposition to Issuer
Class B Units in Plains AAP, L.P.
2016-09-15−150,000→ 0 totalExercise: $0.00→ Class A Shares (141,200 underlying) - Award
Class B Units in Plains AAP, L.P.
2016-09-15+150,000→ 150,000 totalExercise: $0.00→ Class A Shares (141,200 underlying)
Footnotes (4)
- [F1]The terms of the Class B Units in Plains AAP, L.P., which represent a profits interest, have been modified, resulting (for accounting and reporting purposes) in the deemed cancellation of the original Class B Units and deemed grant of replacement Class B Units described in footnote (2) below. The original Class B Units were granted on July 28, 2015.
- [F2]As modified, the Class B Units become earned (entitled to receive distributions) as follows: (i) subsequent to March 31, 2017, 50% upon the payment by Plains All American Pipeline, L.P. ("PAA") of an annualized quarterly distribution of $2.20 per common unit and the generation by PAA of distributable cash flow ("DCF") of $1.5 billion or more on a trailing four quarter basis; (ii) 25% upon the payment by PAA of an annualized quarterly distribution of $2.30 per common unit and the generation by PAA of DCF of $1.75 billion or more on a trailing four quarter basis; (iii) 25% upon the payment by PAA of an annualized quarterly distribution of $2.40 per common unit and the generation by PAA of DCF of $1.9 billion or more on a trailing four quarter basis; and (iv) 25% upon the payment by PAA of an annualized quarterly distribution of $2.40 per common unit and the generation by PAA of DCF of $2.05 billion or more on a trailing four quarter basis.
- [F3]For each of the performance thresholds, the referenced DCF level will be subject to adjustment under certain circumstances to account for significant asset sales.
- [F4]The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to December 31, 2022. If Reporting Person remains employed after such date, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.
Documents
Issuer
PLAINS GP HOLDINGS LP
CIK 0001581990
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001581990
Filing Metadata
- Form type
- 4
- Filed
- Sep 18, 8:00 PM ET
- Accepted
- Sep 19, 6:50 PM ET
- Size
- 9.8 KB