Sec Form 4 Filing - SINNOTT ROBERT V @ PLAINS GP HOLDINGS LP - 2015-04-09

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 STARS, 3RD FLR
3. Date of Earliest Transaction (MM/DD/YY)
04/09/2015
(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
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 in Plains AAP, L.P. $ 0 04/09/2015 J( 4 )( 5 ) 29,156 ( 1 )( 2 ) ( 1 )( 2 ) Class A Shares 29,156 $ 0 101,091,153 ( 3 ) I See Footnotes 1 and 2 ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SINNOTT ROBERT V
1800 AVE OF THE STARS
3RD FLR
LOS ANGELES, CA90067
X
Signatures
Robert V. Sinnott 04/13/2015
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 LP, KAFU Holdings (QP) LP, and KAFU Holdings II, LP (collectively, "KAFU"). Further, the Reporting Person is the Chief Executive Officer 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 and KACALP as applicable.
( 2 )In connection with the initial public offering of the Issuer, the limited partnership agreement of Plains AAP, L.P. ("AAP") was amended and restated to provide that each limited partner of AAP, including KAFU and KACALP, will have the right, at any time (without expiration) and from time to time, to immediately exchange (the "Exchange Right") its Class A Units in AAP (the "AAP Units"), together with a like number of Class B shares and units of the Issuer's general partner (the "GP Units"), for a like number of Class A shares of the Issuer (the "Class A shares"). The Exchange Right may be settled in cash at the option of the Issuer and, as a result the Reporting Person may not be deemed to beneficially own any Class A shares reported herein. Nonetheless, the number of derivative securities included in the table above represents the number of Class B shares owned by KAFU (100,496,204) and KACALP (594,949), that are potentially exchangeable for an equivalent number of 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 Reporting Person may have been deemed to beneficially own the AAP Units held by KAFU prior to the consummation of the initial public offering of the Issuer. The AAP Units, collectively with the Class B shares and the GP Units, constitute the derivative security as described herein.
( 5 )The reported transaction is an in-kind distribution to KACALP. Such distribution represents KACALP's realized interest in the incentive allocation earned as managing member of KA Fund Advisors, LLC ("KAFA"), manager of KA First Reserve XII, LLC.

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