OCCIDENTAL PETROLEUM CORP /DE/ — Director's Dealing 2019

Sep 25, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PLAINS GP HOLDINGS LP (PAGP)
CIK: 0001581990
Period of Report: 2019-09-23

Reporting Person: Oxy Holding Co (Pipeline), Inc. (See remarks)
Reporting Person: Occidental Transportation Holding Corp (See remarks)
Reporting Person: OXY USA INC (See remarks)
Reporting Person: OCCIDENTAL PETROLEUM CORP /DE/ (See remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-23	Class A Shares	S	15000000	$21.84	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-23	See footnotes	$	C	29977890	Disposed		Class A Shares (29977890)	Direct

Footnotes

F1: 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).

F2: 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.