Sec Form 4 Filing - PEFANIS HARRY N @ PLAINS GP HOLDINGS LP - 2016-07-11

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 PEFANIS HARRY N 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) President & COO (Last) (First) (Middle) 333 CLAY STREET, # 1600 3. Date of Earliest Transaction (MM/DD/YY) 07/11/2016 (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 A Shares representing limited partner interests 489,065 D

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 $ 0 07/11/2016 M( 1 ) 7,319,344 12/31/2015 ( 2 ) Class B Shares/Class A Units 6,889,930 $ 0 0 D Class B Shares/Class A Units $ 0 07/11/2016 M( 1 ) 6,889,930 12/31/2015 ( 1 )( 2 ) Class A Shares 6,889,930 $ 0 6,889,930 D Class B Shares/Class A Units/GP Units $ 0 ( 3 )( 4 ) ( 3 )( 4 ) Class A Shares 3,146,764 ( 3 ) ( 4 ) 3,146,764 ( 3 ) ( 4 ) I See footnote (3)(4) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PEFANIS HARRY N 333 CLAY STREET, # 1600 HOUSTON, TX77002 President & COO Signatures /s/ Harry N. Pefanis 07/12/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 Class A Units in AAP (the "Class A Units") and Class B shares (the "Class B shares") of Plains GP Holdings, L.P. (the "Issuer"), in each case at the then applicable conversion ratio. Effective on 7/11/2016, based on the current conversion ratio of 0.941, the Reporting Person converted 7,319,344 Class B Units into 6,889,930 Class A Units and 6,889,930 Class B shares. ( 2 )Pursuant to the limited partnership agreement of AAP, the right to convert Class B Units into Class A Units does not expire. ( 3 )The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, L.P. ("PAA Management") and a limited partner of 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 (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. ( 4 )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 Reporting Person's proportional interest in 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.

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