PLAINS GP HOLDINGS LP — Director's Dealing 2013

Dec 31, 2013

SEC Form 4/A — Form 4/A

Issuer: PLAINS GP HOLDINGS LP (PAGP)
CIK: 0001581990
Period of Report: 2013-11-25

Reporting Person: KAFU HOLDINGS, L.P. (Director, 10% Owner)
Reporting Person: KAFU Holdings II, L.P. (Director, 10% Owner)
Reporting Person: KAYNE ANDERSON CAPITAL ADVISORS LP (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-25	See Footnotes	$0	J	492791	Disposed		Class A Shares (492791)	Direct

Footnotes

F1: KAFU Holdings, L.P. and KAFU Holdings II, L.P. (colelctively "KAFU") 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, 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.

F2: Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager 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.

F3: The reported transaction is an in-kind distribution to a KAFU Holdings, L.P. limited partner for the sole purpose of affecting a charitable gift.