Edgar Filing: PLAINS GP HOLDINGS LP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

EMG Investment, LLC

2. Issuer Name and Ticker or Trading Symbol
PLAINS GP HOLDINGS LP [PAGP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)
See Remarks

(Last)

(First)

(Middle)

C/O THE ENERGY & MINERALS GROUP, 811 MAIN STREET, STE. 4200

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2013

(Street)

HOUSTON, TX 77002

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Shares representing limited partner interests ⁽²⁾

$ 0

10/21/2013

A⁽¹⁾

121,516,879

⁽²⁾

Class A Shares

121,516,879

$ 0

121,516,879 ⁽¹⁾

See Footnote ⁽¹⁾

Units in PAA GP Holdings LLC ⁽²⁾

$ 0

10/21/2013

A⁽¹⁾

121,516,879

⁽²⁾

Class A Shares

121,516,879

$ 0

121,516,879 ⁽¹⁾

See Footnote ⁽¹⁾

Class A Units in Plains AAP, L.P. ⁽²⁾

$ 0

10/21/2013

J⁽³⁾

121,516,879

⁽²⁾

Class A Shares

121,516,879

$ 0

121,516,879 ⁽¹⁾

See Footnote ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
EMG Investment, LLC C/O THE ENERGY & MINERALS GROUP 811 MAIN STREET, STE. 4200 HOUSTON, TX 77002	X			See Remarks
EMG Admin, LP C/O THE ENERGY & MINERALS GROUP 811 MAIN STREET, STE. 4200 HOUSTON, TX 77002	X			See Remarks
EMG Admin GP, LLC C/O THE ENERGY & MINERALS GROUP 811 MAIN STREET, STE. 4200 HOUSTON, TX 77002	X			See Remarks

Signatures

/s/ John A. Kaercher, on behalf of EMG Investment, LLC, EMG Admin, L.P. and EMG Admin GP, LLC, as attorney-in-fact for John T. Raymond		10/23/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	As of the date of this Form 4, EMG Investment, LLC ("Investment") directly owns the Class B shares representing limited partner interests in the Issuer (the "Class B Shares"), the Units in PAA GP Holdings LLC (the "GP Units") and the Class A Units in Plains AAP, L.P. (the "AAP Units"). EMG Admin, L.P. ("Admin") is the manager of Investment. EMG Admin GP, LLC ("Admin GP") is the general partner of Admin. As such, each of Admin and Admin GP may be deemed to beneficially own the Class B Shares, AAP Units and GP Units held by Investment. Each of Admin and Admin GP disclaims beneficial ownership of the securities held by Investment except to the extent of their pecuniary interest therein, which interest is a significant pecuniary interest.
(2)	The Class B Shares, GP Units and AAP Units are collectively exchangeable for Class A shares representing limited partner interests in the Issuer (the "Class A Shares"). In connection with the closing of the initial public offering of the Issuer (the "Offering"), the limited partnership agreement of Plains AAP, L.P. was amended and restated to provide that each limited partner of AAP, including Investment, will have the right, at any time and from time to time, to immediately exchange (the "Exchange Right") its AAP Units, together with a like number of Class B Shares and GP Units, for Class A Shares on a one-for-one basis. The Exchange Right does not expire and may be settled in cash at the option of AAP. As such, Investment, Admin and Admin GP may not be deemed to beneficially own the Class A Shares reported herein for purposes of Section 13d.
(3)	Investment beneficially owned the AAP Units prior to the consummation of the Offering.
Remarks: John T. Raymond currently serves as the representative of EMG Investment, LLC on the board of directors of the general partner of the Issuer. John T. Raymond is the sole member of EMG Admin GP, LLC, the general partner of EMG Admin, L.P., which is the manager of EMG Investment, LLC. As such, EMG Investment, LLC, EMG Admin, L.P. and EMG Admin GP, LLC may each be deemed a director of the Issuer.

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