Sec Form 4 Filing - SINNOTT ROBERT V @ PLAINS GP HOLDINGS LP - 2017-06-30

Insider filing report for Changes in Beneficial Ownership
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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
SINNOTT ROBERT V
2. Issuer Name and Ticker or Trading Symbol
PLAINS GP HOLDINGS LP [ PAGP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1800 AVE OF THE STATE, 2ND FLR
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2017
(Street)
LOS ANGELES, CA90067
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 06/30/2017 A 374,790 A $ 0 374,790 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Class A Shares 06/30/2017 J 374,790 D $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Class A Shares 558,492 I Rosa Sinnott 2010 GRAT dtd 1/28/10 John Sinnott, TTEE
Class A Shares 558,492 I Robert Sinnott 2010 GRAT dtd 1/28/10 John Sinnott, TTEE
Class A Shares 75,104 I Cliffwood Energy Partners ( 5 )
Class A Shares 37,552 I Robert and Rosa Sinnott Living Trust dtd 10/24/97, Robert V. Sinnott and Rosa R. Sinnott Trustees
Class A Shares 257,624 I See footnotes ( 3 ) ( 7 )
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 Shares/Class A Units/GP Units $ 0 06/30/2017 M 374,790 ( 1 )( 2 ) ( 1 )( 2 ) Class A Shares 374,790 $ 0 22,261,457 ( 6 ) I See footnotes ( 1 ) ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SINNOTT ROBERT V
1800 AVE OF THE STATE
2ND FLR
LOS ANGELES, CA90067
X
Signatures
David Shladovsky 07/05/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 KAFU Holdings, L.P., KAFU Holdings (QP), L.P., and KAFU Holdings II, L.P. (collectively, "KAFU"). Further the Reporting Person is the Co-Chairman of Kayne Anderson Capital Advisors, L.P. ("KACALP"), an SEC registered investment adviser and the managing member of KAFU. The Reporting Person may be deemed to be the beneficial owner of all of the interests held by KAFU.
( 2 )The Eighth Amended and Restated limited partnership agreement of Plains AAP, L.P. ("AAP") provides that each limited partner has the right at any time (without expiration) to immediately exchange (the "Exchange Right") its Class A Units in AAP, together with a like number of associated Class B Shares in the Issuer and GP Units in PAA GP Holdings LLC, for a like number of Class A Shares of the Issuer. On June 30,2017, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 374,790 Class A Shares.
( 3 )The Reporting Person disclaims beneficial ownership of the securities held by KAFU and KACALP, except to the extent of his pecuniary interest therein.
( 4 )The reported transactions involve in-kind distributions to redeeming limited partners of KAFU Holdings (QP), L.P.
( 5 )Cliffwood Energy Partners, L.P. is a family investment vehicle. Mr. Sinnott is the managing member of the general partner.
( 6 )In a simultaneous transaction, KAFU exercised the redemption right provided for in the limited partnership agreement of AAP with respect to 959 Class A Units. As a result, such Class A Units were cancelled and 959 Common Units of Plains All American Pipeline, L.P. were distributed by AAP to KAFU. The number of derivative securities owned reflects both the exchange transaction reported herein and the simultaneous redemption transaction.
( 7 )Shares held by KACALP. The Reporting Person is Co-Chairman of KACALP and may be deemed to beneficially own the Class A Shares.

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