PLAINS GP HOLDINGS LP — Director's Dealing 2021

Apr 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PLAINS GP HOLDINGS LP (PAGP)
CIK: 0001581990
Period of Report: 2021-03-31

Reporting Person: McCarthy Kevin S (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-31	Class A Units/Class B Shares/GP Units	$0	M	811	Disposed		Class A Shares (811)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Shares representing limited partner interests	99069	Direct

Footnotes

F1: Reporting person is the Vice Chairman of Kayne Anderson Capital Advisors, L.P. ("KACALP"), the managing member of the manager of KAFU Holdings (QP), L.P. ("KAFU"), and therefore he may be deemed to be the beneficial owner of all of the interests held by KAFU.

F2: The limited partnership agreement of Plains AAP, L.P. ("AAP") provides that each limited partner of AAP, including KAFU, has the right at any time (without expiration) and from time to time, to exchange (the "Exchange Right") its Class A Units in AAP (the "AAP Units"), along with the associated Class B shares in the Issuer (the "Class B Shares") and GP Units in PAA GP Holdings LLC (the "GP Units") for Class A Shares of the Issuer on a one-for-one basis. 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 securities reported herein as indirectly owned. For reporting purposes, however, the number of securities reported as indirectly owned represents the number of AAP Units, Class B Shares and GP Units owned by KAFU that are potentially exchangeable for an equivalent number of Class A Shares.

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

F4: In a simultaneous transaction, KAFU exercised the redemption right provided for in the limited partnership agreement of AAP with respect to 4,891 Class A units. As a result, such Class A units were cancelled and 4,891 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.