Sec Form 4 Filing - RAYMOND JOHN T @ PLAINS GP HOLDINGS LP - 2020-11-18

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
RAYMOND JOHN T
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)
2229 SAN FELIPE STREET, SUITE 1300
3. Date of Earliest Transaction (MM/DD/YY)
11/18/2020
(Street)
HOUSTON, TX77019
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 11/18/2020 J( 2 ) 6,220,955 A 6,220,955 I See Footnote ( 3 )
Class A Shares 11/18/2020 S( 2 ) 6,220,955 D $ 8.05 0 I See Footnote ( 3 )
Class A Shares 250,531 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 A Units/Class B Shares/GP Units ( 1 ) ( 1 ) 11/18/2020 J( 2 ) 6,220,955 ( 1 ) ( 1 ) Class A Shares 6,220,955 ( 1 ) 0 I See Footnote ( 3 )
Class A Units/Class B Shares/GP Units ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Shares 3,183,216 3,183,216 I See Footnote ( 4 )
Class A Units/Class B Shares/GP Units ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Shares 8,275,520 8,275,520 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RAYMOND JOHN T
2229 SAN FELIPE STREET
SUITE 1300
HOUSTON, TX77019
X
Signatures
/s/ John T. Raymond 11/20/2020
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 EMG Investment, LLC ("EMG") and the Reporting Person, has the right, at any time and from time to time, to immediately exchange (the "Exchange Right") its Class A Units ("Class A Units") in AAP, together with a like number of Class B shares representing limited partner interests ("Class B Shares") in Plains GP Holdings, L.P. (the "Issuer") and Units ("GP Units") in PAA GP Holdings LLC, for Class A shares representing limited partner interests ("Class A Shares") in the Issuer on a one-for-one basis. The Exchange Right does not expire and may be settled in cash by AAP.
( 2 )On November 18, 2020, EMG elected to exchange 6,220,955 Class A Units, together with a like number of Class B Shares and GP Units, for Class A Shares on a one-for-one basis pursuant to the Exchange Right. EMG has agreed to sell the Class A Shares received pursuant to such election to exchange in a single transaction exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $8.05 per Class A Share. Following the completion of such sale, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.
( 3 )Beneficial ownership of the Class A Shares, Class A Units, Class B Shares and GP Units referred to herein is being reported hereunder solely because the Reporting Person may be deemed to beneficially own such Class A Shares, Class A Units, Class B Shares and GP Units as a result of his status as the Chief Executive Officer of the designated manager of EMG. The Reporting Person disclaims beneficial ownership of the securities held by EMG except to the extent of his pecuniary interest therein.
( 4 )Beneficial ownership of the Class A Units, Class B Shares and GP Units referred to herein is being reported hereunder because the Reporting Person beneficially owns such Class A Units, Class B Shares and GP Units as a result of his ownership of Lynx Holdings I, LLC.

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