Sec Form 4 Filing - Oxy Holding Co (Pipeline), Inc. @ PLAINS GP HOLDINGS LP - 2014-11-14

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 Oxy Holding Co (Pipeline), Inc. 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 _____ Officer (give title below) X __ Other (specify below) See remarks (Last) (First) (Middle) 5 GREENWAY PLAZA, SUITE 110 3. Date of Earliest Transaction (MM/DD/YY) 11/14/2014 (Street) HOUSTON, TX77046 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 ( 1 ) ( 2 ) 11/14/2014 S 69,000,000 D $ 24.4375 0 D ( 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 See footnotes ( 1 ) ( 2 ) ( 1 ) 11/14/2014 J( 2 ) 69,000,000 ( 2 ) ( 1 ) ( 1 ) Class A Shares 79,830,161 ( 2 ) 79,830,161 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Oxy Holding Co (Pipeline), Inc. 5 GREENWAY PLAZA, SUITE 110 HOUSTON, TX77046 See remarks Occidental Transportation Holding Corp 5 GREENWAY PLAZA, SUITE 110 HOUSTON, TX77046 See remarks OXY USA INC 5 GREENWAY PLAZA, SUITE 110 HOUSTON, TX77046 See remarks OCCIDENTAL PETROLEUM CORP /DE/ 5 GREENWAY PLAZA, SUITE 110 HOUSTON, TX77046 See remarks Signatures /s/ Nicole E. Clark, Vice President and Secretary of Oxy Holding Company (Pipeline), Inc. 11/18/2014 Signature of Reporting Person Date /s/ Nicole E. Clark, Vice President and Secretary of Occidental Transportation Holding Corporation 11/18/2014 Signature of Reporting Person Date /s/ Nicole E. Clark, Vice President and Secretary of OXY USA Inc. 11/18/2014 Signature of Reporting Person Date /s/ Marcia E. Backus, Vice President and General Counsel of Occidental Petroleum Corporation 11/18/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), among other things, each limited partner of AAP, including Oxy Holding Company (Pipeline), Inc. ("OHC"), has the right, at any time and from time to time, to immediately exchange its Class A units representing limited partner interests of AAP ("AAP Class A Units"), together with a like number of Class B shares representing limited partner interests of the Issuer (the "Class B Shares") and units representing limited liability company interests of the Issuer's general partner (the "GP Units" and, together with the AAP Class A Units and the Class B Shares, the "Exchange Securities"), for Class A shares of the Issuer (the "Class A Shares") on a one-for-one basis or, at the election of AAP, the cash value thereof (the "Exchange Right"). The Exchange Right does not expire. ( 2 )On November 14, 2014, immediately prior to the closing of the Issuer's secondary offering pursuant to registration statement No. 333-199903, OHC exercised the Exchange Right with respect to the Exchange Securities in exchange for 69,000,000 Class A Shares of the Issuer. ( 3 )Represents the number of Exchange Securities remaining after OHC's exercise of the Exchange Right. The filing of this Statement shall not be construed as an admission that any Reporting Person is, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.

Remarks: Vicky Sutil is a director of the general partner of the Issuer. Based on the relationship of Ms. Sutil and the Reporting Persons, the Reporting Persons may be deemed directors by deputization of the Issuer. Oxy Holding Company (Pipeline), Inc. ("OHC"), Occidental Transportation Holding Corporation ("OTHC") and OXY USA Inc. ("USA") are wholly owned subsidiaries of Occidental Petroleum Corporation ("Occidental" and, together with OHC, OTHC, and USA, the "Reporting Persons").

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