EMG Investment, LLC 4
4 · PLAINS GP HOLDINGS LP · Filed Nov 20, 2020
Insider Transaction Report
Form 4
EMG Investment, LLC
Director
Transactions
- Other
Class A Units/Class B Shares/GP Units
2020-11-18−6,220,955→ 0 total→ Class A Shares (6,220,955 underlying) - Other
Class A Shares
2020-11-18+6,220,955→ 6,220,955 total - Sale
Class A Shares
2020-11-18$8.05/sh−6,220,955$50,078,688→ 0 total
Footnotes (3)
- [F1]Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, including EMG Investment, LLC ("EMG"), has the right, at any time and from time to time, to immediately exchange (the "Exchange Right") its Class A Units ("Class A Units") in AAP, together with a like number of Class B shares representing limited partner interests ("Class B Shares") in Plains GP Holdings, L.P. (the "Issuer") and Units ("GP Units") in PAA GP Holdings LLC, for Class A shares representing limited partner interests ("Class A Shares") in the Issuer on a one-for-one basis. The Exchange Right does not expire and may be settled in cash by AAP.
- [F2]On November 18, 2020, EMG elected to exchange 6,220,955 Class A Units, together with a like number of Class B Shares and GP Units, for Class A Shares on a one-for-one basis pursuant to the Exchange Right. EMG has agreed to sell the Class A Shares received pursuant to such election to exchange in a single transaction exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $8.05 per Class A Share. Following the completion of such sale, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.
- [F3]Beneficial ownership of the Class A Shares, Class A Units, Class B Shares and GP Units referred to herein is being reported hereunder by NGP MR Management, LLC solely because NGP MR Management, LLC may be deemed to beneficially own such Class A Shares, Class A Units, Class B Shares and GP Units as a result of its status as the designated manager of EMG. NGP MR Management, LLC disclaims beneficial ownership of the securities held by EMG except to the extent of its pecuniary interest therein.