Sec Form 4 Filing - McGee Richard K. @ PLAINS GP HOLDINGS LP - 2021-01-04

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
McGee Richard K.
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)
EVP, General Counsel & Sec.
(Last) (First) (Middle)
333 CLAY STREET, SUITE 1600
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2021
(Street)
HOUSTON, TX
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
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 01/04/2021 M( 1 ) 244,694 ( 1 ) ( 1 ) Class A Units/Class B Shares 230,338 $ 0 0 D
Class A Units/Class B Shares $ 0 01/04/2021 M( 1 ) 230,338 ( 2 ) ( 2 ) Class A Shares 230,338 $ 0 230,338 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McGee Richard K.
333 CLAY STREET, SUITE 1600
HOUSTON, TX
EVP, General Counsel & Sec.
Signatures
/s/ Richard K. McGee 01/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), a holder of vested Class B Units of AAP (the "Class B Units") may convert (the "Conversion Right"), at any time and from time to time, such Class B Units into Class A Units of AAP (the "Class A Units") and Class B Shares (the "Class B Shares") of Plains GP Holdings, L.P. ("PAGP"), at a conversion ratio of approximately 0.941 Class A Units and Class B Shares for each Class B Unit. The Conversion Right does not expire. On January 4, 2021, the Reporting Person exercised his right to convert 244,694 vested Class B Units into 230,338 Class A Units and Class B Shares.
( 2 )Pursuant to the limited partnership agreement of AAP, Reporting Person has the right, at any time and from time to time, to exchange (the "Exchange Right") his Class A Units, together with a like number of Class B Shares, for Class A Shares of PAGP on a one-for-one basis. The Reporting Person has not yet exercised the Exchange Right; the Exchange Right does not expire.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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