Edgar Filing: PACIFIC ENERGY PARTNERS 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 ^*

LEMMON DAVID L

2. Issuer Name and Ticker or Trading Symbol
PACIFIC ENERGY PARTNERS LP [PPX]

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)
See Remark (1) below

(Last)

(First)

(Middle)

1101 VENTURA HILLS STREET

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2006

(Street)

LAS VEGAS, NV 89144

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

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units Representing Limited Partner Interests	05/30/2006		G	V	4,475 ⁽¹⁾	D	$ 0	2,000	D
Common Units Representing Limited Partner Interests	05/30/2006		G	V	4,475 ⁽¹⁾	A	$ 0	4,475	I	By trust
Common Units Representing Limited Partner Interests	11/15/2006		D		4,475	D	$ 37.16 ⁽²⁾	0	I	By trust
Common Units Representing Limited Partner Interests	11/15/2006		D		2,000	D	$ 37.16 ⁽²⁾	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LEMMON DAVID L 1101 VENTURA HILLS STREET LAS VEGAS, NV 89144	X			See Remark (1) below

Signatures

David L. Lemmon		11/15/2006
^**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)	Includes 139 units acquired pursuant to dividend reinvestment plan during 2006. Common units were gifted to a revocable trust benefitting the reporting person's spouse and children.
(2)	All units owned directly and indirectly were disposed of pursuant to merger agreement between the issuer, and Plains All American Pipeline, L.P. ("Plains")and the other parties thereto, in exchange for 4,985 common units representing limited partner interests in Plains. The reporting person received 0.77 Plains common units for each issuer common unit, and cash for any fractional units. The reported purchase price is equal to 77% of $48.26, the closing price of Plains common units on November 15, 2006.
Remarks: Remark (1) On the date of the reported transactions, the reporting person was a director of Pacific Energy Management, LLC, the general partner of Pacific Energy GP, LP, the general partner of Issuer.

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