Sec Form 4 Filing - Oxy Holding Co (Pipeline), Inc. @ PLAINS GP HOLDINGS LP - 2019-09-23

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) 09/23/2019 (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 ) 09/23/2019 S 15,000,000 D $ 21.84 0 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 See footnotes ( 1 ) ( 2 ) ( 1 ) 09/23/2019 C( 2 ) 29,977,890 ( 1 ) ( 1 ) Class A Shares 29,977,890 ( 2 ) 0 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. 09/25/2019 Signature of Reporting Person Date /s/ Nicole E. Clark, Vice President and Secretary of Occidental Transportation Holding Corporation 09/25/2019 Signature of Reporting Person Date /s/ Nicole E. Clark, Vice President and Secretary of Oxy USA Inc. 09/25/2019 Signature of Reporting Person Date /s/ Nicole E. Clark, Vice President and Corporate Secretary of Occidental Petroleum Corporation 09/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the limited partnership agreement of Plains AAP, L.P. (AAP), each limited partner of AAP, including Oxy Holding Company (Pipeline), Inc. (OHC), has the right, at any time and from time to time, to (i) immediately exchange its Class A units representing limited partner interests of AAP (the AAP Class A Units), together with an equal 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 Securities), for Class A shares of the Issuer (the Class A Shares) on a one-for-one basis or, at AAP's election, the cash value thereof (the Exchange Right), or (ii) cause its Securities to be redeemed for common units representing limited partner interests (the PAA Common Units) of Plains All American Pipeline LP (PAA) on a one-for-one basis (the Redemption Right). ( 2 )On September 23, 2019, (i) immediately prior to the closing of the Issuer's secondary offering pursuant to registration statement No. 333-200596, OHC exercised the Exchange Right with respect to the Securities in exchange for 15,000,000 Class A Shares of the Issuer and (ii) immediately prior to the closing of PAA's secondary offering pursuant to registration statement No. 333-214778, OHC exercised the Redemption Right with respect to the Securities not exchanged pursuant to the Exchange Right in exchange for 14,977,890 PAA Common Units. As a result, the Reporting Persons (as defined below) no longer own any Securities.

Remarks: Oscar K. Brown is a director of the general partner of the Issuer. Based on the relationship of Mr. Brown and the Reporting Persons (as defined below), the Reporting Persons may be deemed directors by deputization of the Issuer. OHC, Occidental Transportation Holding Corporation (OTHC) and Oxy USA Inc. (Oxy USA) are wholly owned subsidiaries of Occidental Petroleum Corporation (Occidental and, together with OHC, OTHC, and Oxy USA, the Reporting Persons). As previously disclosed, effective upon the closing of the Issuer's secondary offerings, on September 23, 2019, Mr. Brown automatically ceased to be a member of the board of directors of the Issuer's general partner.

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

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