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 ^*

FIRST RESERVE GP X INC

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)	__X__ Other (specify below)
See Remarks (1), (2), below

(Last)

(First)

(Middle)

ONE LAFAYETTE PLACE, THIRD FLOOR

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

(Street)

GREENWICH, CT 06830

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
Common Units Representing Limited Partner Interests	11/15/2006		S		5,232,500 ⁽¹⁾ ⁽²⁾	D	⁽¹⁾	0	I	See Remark (1), Below

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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

Subordinated Units Representing Limited Partner Interests

⁽³⁾

11/15/2006

5,232,500 ⁽¹⁾ ⁽²⁾

⁽⁴⁾

⁽⁵⁾

Common Units Representing Limited Partner Interests

5,232,500 ⁽¹⁾ ⁽²⁾

⁽¹⁾

See Remark (1), below

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FIRST RESERVE GP X INC ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH, CT 06830	X			See Remarks (1), (2), below
FIRST RESERVE GP X LP ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH, CT 06830	X			See Remarks (1), (2)
First Reserve Pacific Holdings AIV, L.P. ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH, CT 06830	X			See Remarks (1), (2)

Signatures

Anne E. Gold, Secretary of First Reserve GP X, Inc., is signing on its behalf as the designated filer, and on behalf of the First Reserve Entities as defined in Remark (1), above.		11/17/2006
^**Signature of Reporting Person		Date
Anne E. Gold, In the Capacity Described Above.		11/17/2006
^**Signature of Reporting Person		Date
Anne E. Gold, In the Capacity Described Above.		11/17/2006
^**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)	This Form 4 is being filed in connection with the sale of 100% of LB Pacific, LP's interest in the Issuer pursuant to the terms of the Purchase Agreement dated June 11, 2006, between Plains All American Pipeline L.P. ("PAA") and LB Pacific, LP (the "PAA Purchase Agreement"), which sale closed on November 15, 2006. Pursuant to the PAA Purchase Agreement, PAA purchased from LB Pacific, LP (i) 5,232,500 common units of the Issuer, and (ii) 5,232,500 subordinated units of the Issuer for an aggregate purchase price of $700 million in cash.
(2)	Each Reporting Person has elected to report on an aggregate basis all of the common units and subordinated units sold by LB Pacific, LP to PAA pursuant to the PAA Purchase Agreement. Each Reporting Person disclaims the sale or beneficial ownership of any such common units or subordinated units except to the extent of its pecuniary interest therein.
(3)	1-for-1.
(4)	These subordinated units were convertible into common units of the Issuer (pursuant to their terms as set forth in the Issuer's partnership agreement) following the Issuer's distribution of available cash to its partners in respect of the quarter ending on June 30, 2007.
(5)	None.
Remarks: (1) First Reserve GP X, Inc. ("First Reserve") is the general partner of First Reserve GP X, L.P. ("GP X"). GP X is the general partner of First Reserve Pacific Holdings AIV, L.P. ("Holdings LP"). Holdings LP directly owns a 40.94% limited partner interest in LB Pacific, LP ("LB LP") and a 40.98% membership interest in LB Pacific GP, LLC ("LB LLC"). The common units and subordinated units reported herein were directly owned by LB LP. LB LLC is the sole general partner of LB LP. LB LP is the sole limited partner of Pacific Energy GP, LP, which is the sole general partner of the Issuer. LB LP is also the sole owner of Pacific Energy Management, LLC, which is the sole general partner of Pacific Energy GP, LP. GP X and Holdings LP are controlled by First Reserve. GP X and Holdings LP are collectively referred to herein as the "First Reserve Entities." (2) The Reporting Persons have included the designation of "Director" in order to satisfy potential filing obligations in the event any such Reporting Persons are deemed to be a director of the Issuer by deputization.

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