PLAINS GP HOLDINGS LP — Director's Dealing 2013

Nov 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SINNOTT ROBERT V (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-25	Class A Units in Plains AAP, L.P.	$0	J	492791	Disposed		Class A Shares (104161328)	Indirect

Footnotes

F1: 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, L.P. and KAFU Holdings II, L.P. (collectively "KAFU"). Further, the Reporting Person is the Chief Executive Officer of Kayne Anderson Capital Advisors, L.P., the managing memebr of the manager of KAFU, and therefore he may be deemed to be the beneficial owner of all of the interests held by KAFU. Pursuant to the contribution agreement dated October 21, 2013 by and among the Issuer, PAA GP Holdings LLC and the other parties signatory thereto entered into in connection with the closing of the initial public offering by the Issuer (the "offering"), KAFU received an aggregate of 104,654,119 Class B shares of the Issuer (the "Class B shares") in exchange for certain contributions to the Issuer and the general partner of the Issuer.

F2: In addition, the limited partnership agreement of Plains AAP, L.P. ("AAP") was amended and restated to provide that each limited partner of AAP, including KAFU, 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 of the Class A shares reported herein. For reporting purposes, nonetheless, the number of Class A shares included in the table above represents the number of Class B shares owned by KAFU, that are potentially exchangeable for an equivalent number of Class A shares.

F3: The Reporting Person disclaims beneficial ownership of the securities held by KAFU, except to the extent of his pecuniary interest therein.

F4: The Reporting Person may have been deemed to beneficially own the AAP Units prior to the consummation of the offering. The AAP Units, colelctively with the Class B shares and the GP Units, constitute the derivative acquired as described herein.

F5: 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.