Sec Form 4 Filing - vonBerg John @ PLAINS GP HOLDINGS LP - 2016-01-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person vonBerg John 2. Issuer Name and Ticker or Trading Symbol PLAINS GP HOLDINGS LP [ PAGP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec VP-Commercial Activities (Last) (First) (Middle) 333 CLAY STREET, # 1600 3. Date of Earliest Transaction (MM/DD/YY) 01/04/2016 (Street) HOUSTON, TX77002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class B Shares representing limited partner interests 917,262 ( 1 ) ( 2 ) I see footnotes ( 1 ) ( 2 ) Units in PAA GP Holdings LLC 917,262 ( 1 ) ( 2 ) I see footnotes ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Units in Plains AAP, L.P. $ 0 01/04/2016 M( 3 ) 3,649,027 12/31/2015 ( 4 ) Class B Shares/Class A Units of Plains AAP, L.P. 3,423,264 $ 0 0 D Class A Units in Plains AAP, L.P. $ 0 01/04/2016 M( 3 ) 3,423,264 12/31/2015 ( 4 ) Class A Shares 3,423,264 $ 0 3,423,264 D Class B Shares representing limited partner interests $ 0 01/04/2016 M( 3 ) 3,423,264 12/31/2015 ( 4 ) Class A Shares 3,423,264 $ 0 3,423,264 D Class A Units in Plains AAP, L.P. $ 0 ( 1 )( 2 ) ( 1 )( 2 ) Class A Shares 917,262 ( 1 ) ( 2 ) 917,262 ( 1 ) ( 2 ) I see footnotes ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other vonBerg John 333 CLAY STREET, # 1600 HOUSTON, TX77002 Exec VP-Commercial Activities Signatures /s/ John vonBerg 01/06/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 Plains GP Holdings, L.P. (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 Plains AAP, L.P. ("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 (the "Class A Units"), together with a like number of Class B shares of the Issuer (the "Class B shares") and units of the Issuer's general partner (the "GP Units"), for Class A shares of the Issuer on a one-for-one basis. ( 2 )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. ( 3 )Pursuant to the limited partnership agreement of 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 and Class B shares, at the then applicable conversion ratio. On 1/4/2016 the Reporting Person exercised his right to convert 3,649,027 Class B Units into 3,423,264 Class A Units and 3,423,264 Class B shares, at the current conversion ratio of 0.938. ( 4 )Pursuant to the limited partnership agreement of AAP, the right to convert Class B Units into Class A Units does not expire.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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