Sec Form 4 Filing - KAYNE ANDERSON CAPITAL ADVISORS LP @ PLAINS GP HOLDINGS LP - 2015-12-31

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 KAYNE ANDERSON CAPITAL ADVISORS LP 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1800 AVENUE OF THE STARS, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2015 (Street) LOS ANGELES, CA90067 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 12/31/2015 A 1,239,495 A $ 0 1,239,495 I See Footnotes Class A Shares 12/31/2015 J 1,239,495 D $ 0 0 I See Footnotes

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 1 2/31/2015 M 1,239,495 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Shares 1,239,495 $ 0 98,837,509 I See Footnotes

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KAYNE ANDERSON CAPITAL ADVISORS LP 1800 AVENUE OF THE STARS 3RD FLOOR LOS ANGELES, CA90067 X X KAFU HOLDINGS, L.P. 1800 AVENUE OF THE STARS 3RD FLOOR LOS ANGELES, CA77002 X X KAFU Holdings (QP), L.P. 1800 AVENUE OF THE STARS 3RD FLOOR LOS ANGELES, CA90067 X X KAFU Holdings II, L.P. 1800 AVENUE OF THE STARS 3RD FLOOR LOS ANGELES, CA90067 X X Signatures David Shladovsky 01/05/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )KAFU Holdings (QP), L.P., KAFU Holdings, L.P., and KAFU Holdings II, L.P. (collectively "KAFU") along with Kayne Anderson Capital Advisors, L.P. ("KACALP") hold Class B shares representing limited partner interests in Plains GP Holdings L.P. (the "Issuer"), an equivalent number of units representing limited liability company interests of the Issuer's general partner ("GP Units"), and an equivalent number of Class A Units representing limited partner interests in Plains AAP, L.P. ("AAP"). The limited partnership agreement of 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) to immediately exchange (the "exchange Right") its Class A units in AAP together with a like number of Class B shares and the GP Units, for a like number of Class A shares of the Issuer. ( 2 )KACALP is the manager of the of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units in AAP, and the GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security. ( 3 )The reported transaction is an in-kind distribution to redeeming limited partners of KAFU. Such redemptions were made in-kind with Class A shares.

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