PLAINS GP HOLDINGS LP — Director's Dealing 2017

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PLAINS GP HOLDINGS LP (PAGP)
CIK: 0001581990
Period of Report: 2016-12-30

Reporting Person: SINNOTT ROBERT V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-30	Class A Shares	A	434602	—	Acquired	434602	Indirect
2016-12-30	Class A Shares	J	434602	—	Acquired	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-30	Class B Shares/Class A Units/GP Units	$0	M	434602	Disposed		Class A shares (434602)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Shares	558492	Indirect
Class A Shares	558492	Indirect
Class A Shares	75104	Indirect
Class A Shares	37552	Indirect
Class A Shares	257624	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., KAFU Holdings (QP), L.P., and KAFU Holdings II, L.P. (collectively, "KAFU"). Further the Reporting Person is the Co-Chairman 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.

F2: The Eighth Amended and Restated limited partnership agreement of Plains AAP, L.P. ("AAP") provides that each limited partner has 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 associated Class B Shares in the Issuer and GP Units in PAA GP Holdings LLS, for a like number of Class A Shares of the Issuer.

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

F4: The reported transactions involve in-kind distributions to redeeming limited partners of KAFU.

F5: Cliffwood Energy Partners, L.P. is a family investment vehicle. Mr. Sinnott is the managing member of the general partner

F6: In a simultaneous transaction, KAFU exercised the redemption right provided for in the limited partnership agreement of AAP with respect to 3,035,517 Class A Units. As a result, such Class A Units were cancelled and 3,035,517 Common Units of Plains All American Pipeline, L.P. were distributed by AAP to KAFU. The number of derivative securities owned reflects both the exchange transaction reported herein and the simultaneous redemption transaction.

F7: Shares held by KACALP. The Reporting Person is Co-Chairman of KACALP and may be deemed to beneficially own the Class A Shares.