PAGP

SEC source: 0001615619-17-000020 · edgar.xml · derivative · entry 2

GOYANES EVERARDO · CIK 0001184541 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,408

Underlying: Class A Shares · 1,802 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 1-for-1 Class A Shares for Phantom Class A Shares upon vesting, for each Phantom Class A Share that vests.

F2 · derivative.exercise_date: 25% vest annually, with automatic re-grant of equivalent amount.

F3 · derivative.expiration_date: Upon termination of service as director, other than because of death, disability or retirement.

SEC source: 0001615619-17-000020 · edgar.xml · nonDerivative · entry 1

GOYANES EVERARDO · CIK 0001184541 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,305

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 1-for-1 Class A Shares for Phantom Class A Shares upon vesting, for each Phantom Class A Share that vests.

SEC source: 0001304186-17-000001 · primary_doc.xml · derivative · entry 4

KAFU HOLDINGS, L.P. · CIK 0001590015 · See remarks

KAFU Holdings (QP), L.P. · CIK 0001638385 · See remarks

KAFU Holdings II, L.P. · CIK 0001590087 · See remarks

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · See remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 24,657,834

Underlying: Class A shares · 434,602 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_date: KAFU Holdings (QP), L.P., KAFU Holdings, L.P., and KAFU Holdings II, L.P. (collectively "KAFU") along with Kayne Anderson Capital Advisors, L.P. ("KACALP") hold Class B shares representing limited partners interest in Plains GP Holdings L.P. (the "Issuer"), an equivalent number of units representing limited liability company interests of the Issuer's general partner ("GP Units"), and an equivalent number of Class A Units representing limited partner interests in Plains AAP, L.P. ("AAP"). The Eight Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU and KACALP, 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 Class B shares and the GP Units, for a like number of Class A shares of the Issuer.

F2 · derivative.exercise_date: KACALP is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units in AAP, and the GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.

F1 · derivative.expiration_date: KAFU Holdings (QP), L.P., KAFU Holdings, L.P., and KAFU Holdings II, L.P. (collectively "KAFU") along with Kayne Anderson Capital Advisors, L.P. ("KACALP") hold Class B shares representing limited partners interest in Plains GP Holdings L.P. (the "Issuer"), an equivalent number of units representing limited liability company interests of the Issuer's general partner ("GP Units"), and an equivalent number of Class A Units representing limited partner interests in Plains AAP, L.P. ("AAP"). The Eight Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU and KACALP, 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 Class B shares and the GP Units, for a like number of Class A shares of the Issuer.

F2 · derivative.expiration_date: KACALP is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units in AAP, and the GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.

F5 · balance_after: 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.

F1 · ownership.nature: KAFU Holdings (QP), L.P., KAFU Holdings, L.P., and KAFU Holdings II, L.P. (collectively "KAFU") along with Kayne Anderson Capital Advisors, L.P. ("KACALP") hold Class B shares representing limited partners interest in Plains GP Holdings L.P. (the "Issuer"), an equivalent number of units representing limited liability company interests of the Issuer's general partner ("GP Units"), and an equivalent number of Class A Units representing limited partner interests in Plains AAP, L.P. ("AAP"). The Eight Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU and KACALP, 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 Class B shares and the GP Units, for a like number of Class A shares of the Issuer.

F2 · ownership.nature: KACALP is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units in AAP, and the GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.

SEC source: 0001304186-17-000001 · primary_doc.xml · nonDerivative · entry 2

KAFU HOLDINGS, L.P. · CIK 0001590015 · See remarks

KAFU Holdings (QP), L.P. · CIK 0001638385 · See remarks

KAFU Holdings II, L.P. · CIK 0001590087 · See remarks

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · See remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

F1 · ownership.nature: KAFU Holdings (QP), L.P., KAFU Holdings, L.P., and KAFU Holdings II, L.P. (collectively "KAFU") along with Kayne Anderson Capital Advisors, L.P. ("KACALP") hold Class B shares representing limited partners interest in Plains GP Holdings L.P. (the "Issuer"), an equivalent number of units representing limited liability company interests of the Issuer's general partner ("GP Units"), and an equivalent number of Class A Units representing limited partner interests in Plains AAP, L.P. ("AAP"). The Eight Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU and KACALP, 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 Class B shares and the GP Units, for a like number of Class A shares of the Issuer.

F2 · ownership.nature: KACALP is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units in AAP, and the GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.

F3 · ownership.nature: The reported transaction involves an in-kind distribution to redeeming limited partners of KAFU Holdings (QP), L.P. and KAFU Holdings, L.P.

SEC source: 0001304186-17-000001 · primary_doc.xml · nonDerivative · entry 1

KAFU HOLDINGS, L.P. · CIK 0001590015 · See remarks

KAFU Holdings (QP), L.P. · CIK 0001638385 · See remarks

KAFU Holdings II, L.P. · CIK 0001590087 · See remarks

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · See remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 434,602

F1 · ownership.nature: KAFU Holdings (QP), L.P., KAFU Holdings, L.P., and KAFU Holdings II, L.P. (collectively "KAFU") along with Kayne Anderson Capital Advisors, L.P. ("KACALP") hold Class B shares representing limited partners interest in Plains GP Holdings L.P. (the "Issuer"), an equivalent number of units representing limited liability company interests of the Issuer's general partner ("GP Units"), and an equivalent number of Class A Units representing limited partner interests in Plains AAP, L.P. ("AAP"). The Eight Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU and KACALP, 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 Class B shares and the GP Units, for a like number of Class A shares of the Issuer.

F2 · ownership.nature: KACALP is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units in AAP, and the GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.

F3 · ownership.nature: The reported transaction involves an in-kind distribution to redeeming limited partners of KAFU Holdings (QP), L.P. and KAFU Holdings, L.P.

SEC source: 0001304186-17-000003 · primary_doc.xml · derivative · entry 8

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 24,657,834

Underlying: Class A shares · 434,602 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_date: 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 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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 · derivative.expiration_date: 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.

F6 · balance_after: 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.

F1 · ownership.nature: 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 · ownership.nature: 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 · ownership.nature: The Reporting Person disclaims beneficial ownership of the securities held by KAFU and KACALP, except to the extent of his pecuniary interest therein

SEC source: 0001304186-17-000003 · primary_doc.xml · nonDerivative · entry 2

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

F1 · ownership.nature: 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 · ownership.nature: 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 · ownership.nature: The Reporting Person disclaims beneficial ownership of the securities held by KAFU and KACALP, except to the extent of his pecuniary interest therein

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

SEC source: 0001304186-17-000003 · primary_doc.xml · nonDerivative · entry 1

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 434,602

F1 · ownership.nature: 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 · ownership.nature: 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 · ownership.nature: The Reporting Person disclaims beneficial ownership of the securities held by KAFU and KACALP, except to the extent of his pecuniary interest therein

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

SEC source: 0001615619-16-000096 · edgar.xml · derivative · entry 2

Herbold Chris · CIK 0001497929 · VP-Acctg & Chief Acctg Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 130,322

Underlying: Class A Shares · 122,676 shares

Expires not disclosed

F1 · security: The terms of the Class B Units in Plains AAP, L.P., which represent a profits interest, have been modified, resulting (for accounting and reporting purposes) in the deemed cancellation of the original Class B Units and deemed grant of replacement Class B Units described in footnote (2) below. The original Class B Units were granted on March 28, 2013.

F2 · derivative.exercise_date: Prior to the date hereof, 75% of the Class B Units had been earned (entitled to receive distributions). As modified, the remaining 25% of the Class B Units will become earned on the first date subsequent to March 31, 2017 upon which Plains All American Pipeline, L.P. ("PAA") pays an annualized quarterly distribution of $2.20 per common unit and PAA generates distributable cash flow of $1.5 billion or more on a trailing four quarter basis (subject to adjustment under certain circumstances to account for significant asset sales).

F3 · derivative.exercise_date: The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to January 1, 2021. If Reporting Person remains employed after such date, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.

F2 · derivative.expiration_date: Prior to the date hereof, 75% of the Class B Units had been earned (entitled to receive distributions). As modified, the remaining 25% of the Class B Units will become earned on the first date subsequent to March 31, 2017 upon which Plains All American Pipeline, L.P. ("PAA") pays an annualized quarterly distribution of $2.20 per common unit and PAA generates distributable cash flow of $1.5 billion or more on a trailing four quarter basis (subject to adjustment under certain circumstances to account for significant asset sales).

F3 · derivative.expiration_date: The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to January 1, 2021. If Reporting Person remains employed after such date, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.

SEC source: 0001615619-16-000096 · edgar.xml · derivative · entry 1

Herbold Chris · CIK 0001497929 · VP-Acctg & Chief Acctg Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Shares · 122,676 shares

Expires not disclosed

F1 · security: The terms of the Class B Units in Plains AAP, L.P., which represent a profits interest, have been modified, resulting (for accounting and reporting purposes) in the deemed cancellation of the original Class B Units and deemed grant of replacement Class B Units described in footnote (2) below. The original Class B Units were granted on March 28, 2013.

F2 · derivative.exercise_date: Prior to the date hereof, 75% of the Class B Units had been earned (entitled to receive distributions). As modified, the remaining 25% of the Class B Units will become earned on the first date subsequent to March 31, 2017 upon which Plains All American Pipeline, L.P. ("PAA") pays an annualized quarterly distribution of $2.20 per common unit and PAA generates distributable cash flow of $1.5 billion or more on a trailing four quarter basis (subject to adjustment under certain circumstances to account for significant asset sales).

F3 · derivative.exercise_date: The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to January 1, 2021. If Reporting Person remains employed after such date, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.

F2 · derivative.expiration_date: Prior to the date hereof, 75% of the Class B Units had been earned (entitled to receive distributions). As modified, the remaining 25% of the Class B Units will become earned on the first date subsequent to March 31, 2017 upon which Plains All American Pipeline, L.P. ("PAA") pays an annualized quarterly distribution of $2.20 per common unit and PAA generates distributable cash flow of $1.5 billion or more on a trailing four quarter basis (subject to adjustment under certain circumstances to account for significant asset sales).

F3 · derivative.expiration_date: The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to January 1, 2021. If Reporting Person remains employed after such date, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.

SEC source: 0001615619-16-000094 · edgar.xml · derivative · entry 2

McGee Richard K. · CIK 0001490023 · EVP, General Counsel & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 651,612

Underlying: Class A Shares · 613,383 shares

Expires not disclosed

F1 · security: The terms of the Class B Units in Plains AAP, L.P., which represent a profits interest, have been modified, resulting (for accounting and reporting purposes) in the deemed cancellation of the original Class B Units and deemed grant of replacement Class B Units described in footnote (2) below. The original Class B Units were granted on March 28, 2013.

F2 · derivative.exercise_date: Prior to the date hereof, 75% of the Class B Units had been earned (entitled to receive distributions). As modified, the remaining 25% of the Class B Units will become earned on the first date subsequent to March 31, 2017 upon which Plains All American Pipeline, L.P. ("PAA") pays an annualized quarterly distribution of $2.20 per common unit and PAA generates distributable cash flow of $1.5 billion or more on a trailing four quarter basis (subject to adjustment under certain circumstances to account for significant asset sales).

F3 · derivative.exercise_date: The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to January 1, 2021. If Reporting Person remains employed after such date, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.

F2 · derivative.expiration_date: Prior to the date hereof, 75% of the Class B Units had been earned (entitled to receive distributions). As modified, the remaining 25% of the Class B Units will become earned on the first date subsequent to March 31, 2017 upon which Plains All American Pipeline, L.P. ("PAA") pays an annualized quarterly distribution of $2.20 per common unit and PAA generates distributable cash flow of $1.5 billion or more on a trailing four quarter basis (subject to adjustment under certain circumstances to account for significant asset sales).

F3 · derivative.expiration_date: The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to January 1, 2021. If Reporting Person remains employed after such date, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.

SEC source: 0001615619-16-000094 · edgar.xml · derivative · entry 1

McGee Richard K. · CIK 0001490023 · EVP, General Counsel & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Shares · 613,383 shares

Expires not disclosed

F1 · security: The terms of the Class B Units in Plains AAP, L.P., which represent a profits interest, have been modified, resulting (for accounting and reporting purposes) in the deemed cancellation of the original Class B Units and deemed grant of replacement Class B Units described in footnote (2) below. The original Class B Units were granted on March 28, 2013.

F2 · derivative.exercise_date: Prior to the date hereof, 75% of the Class B Units had been earned (entitled to receive distributions). As modified, the remaining 25% of the Class B Units will become earned on the first date subsequent to March 31, 2017 upon which Plains All American Pipeline, L.P. ("PAA") pays an annualized quarterly distribution of $2.20 per common unit and PAA generates distributable cash flow of $1.5 billion or more on a trailing four quarter basis (subject to adjustment under certain circumstances to account for significant asset sales).

F3 · derivative.exercise_date: The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to January 1, 2021. If Reporting Person remains employed after such date, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.

F2 · derivative.expiration_date: Prior to the date hereof, 75% of the Class B Units had been earned (entitled to receive distributions). As modified, the remaining 25% of the Class B Units will become earned on the first date subsequent to March 31, 2017 upon which Plains All American Pipeline, L.P. ("PAA") pays an annualized quarterly distribution of $2.20 per common unit and PAA generates distributable cash flow of $1.5 billion or more on a trailing four quarter basis (subject to adjustment under certain circumstances to account for significant asset sales).

F3 · derivative.expiration_date: The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to January 1, 2021. If Reporting Person remains employed after such date, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.

SEC source: 0001615619-16-000098 · edgar.xml · derivative · entry 2

Nerbonne Daniel J · CIK 0001316997 · EVP - Operations & Engineering

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 150,000

Underlying: Class A Shares · 141,200 shares

Expires not disclosed

F2 · derivative.exercise_date: As modified, the Class B Units become earned (entitled to receive distributions) as follows: (i) subsequent to March 31, 2017, 50% upon the payment by Plains All American Pipeline, L.P. ("PAA") of an annualized quarterly distribution of $2.20 per common unit and the generation by PAA of distributable cash flow ("DCF") of $1.5 billion or more on a trailing four quarter basis; (ii) 25% upon the payment by PAA of an annualized quarterly distribution of $2.30 per common unit and the generation by PAA of DCF of $1.75 billion or more on a trailing four quarter basis; (iii) 25% upon the payment by PAA of an annualized quarterly distribution of $2.40 per common unit and the generation by PAA of DCF of $1.9 billion or more on a trailing four quarter basis; and (iv) 25% upon the payment by PAA of an annualized quarterly distribution of $2.40 per common unit and the generation by PAA of DCF of $2.05 billion or more on a trailing four quarter basis.

F3 · derivative.exercise_date: For each of the performance thresholds, the referenced DCF level will be subject to adjustment under certain circumstances to account for significant asset sales.

F4 · derivative.exercise_date: The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to December 31, 2022. If Reporting Person remains employed after such date, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.

F2 · derivative.expiration_date: As modified, the Class B Units become earned (entitled to receive distributions) as follows: (i) subsequent to March 31, 2017, 50% upon the payment by Plains All American Pipeline, L.P. ("PAA") of an annualized quarterly distribution of $2.20 per common unit and the generation by PAA of distributable cash flow ("DCF") of $1.5 billion or more on a trailing four quarter basis; (ii) 25% upon the payment by PAA of an annualized quarterly distribution of $2.30 per common unit and the generation by PAA of DCF of $1.75 billion or more on a trailing four quarter basis; (iii) 25% upon the payment by PAA of an annualized quarterly distribution of $2.40 per common unit and the generation by PAA of DCF of $1.9 billion or more on a trailing four quarter basis; and (iv) 25% upon the payment by PAA of an annualized quarterly distribution of $2.40 per common unit and the generation by PAA of DCF of $2.05 billion or more on a trailing four quarter basis.

F3 · derivative.expiration_date: For each of the performance thresholds, the referenced DCF level will be subject to adjustment under certain circumstances to account for significant asset sales.

F4 · derivative.expiration_date: The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to December 31, 2022. If Reporting Person remains employed after such date, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.

SEC source: 0001615619-16-000098 · edgar.xml · derivative · entry 1

Nerbonne Daniel J · CIK 0001316997 · EVP - Operations & Engineering

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Shares · 141,200 shares

Expires not disclosed

F1 · security: The terms of the Class B Units in Plains AAP, L.P., which represent a profits interest, have been modified, resulting (for accounting and reporting purposes) in the deemed cancellation of the original Class B Units and deemed grant of replacement Class B Units described in footnote (2) below. The original Class B Units were granted on July 28, 2015.

F2 · derivative.exercise_date: As modified, the Class B Units become earned (entitled to receive distributions) as follows: (i) subsequent to March 31, 2017, 50% upon the payment by Plains All American Pipeline, L.P. ("PAA") of an annualized quarterly distribution of $2.20 per common unit and the generation by PAA of distributable cash flow ("DCF") of $1.5 billion or more on a trailing four quarter basis; (ii) 25% upon the payment by PAA of an annualized quarterly distribution of $2.30 per common unit and the generation by PAA of DCF of $1.75 billion or more on a trailing four quarter basis; (iii) 25% upon the payment by PAA of an annualized quarterly distribution of $2.40 per common unit and the generation by PAA of DCF of $1.9 billion or more on a trailing four quarter basis; and (iv) 25% upon the payment by PAA of an annualized quarterly distribution of $2.40 per common unit and the generation by PAA of DCF of $2.05 billion or more on a trailing four quarter basis.

F3 · derivative.exercise_date: For each of the performance thresholds, the referenced DCF level will be subject to adjustment under certain circumstances to account for significant asset sales.

F4 · derivative.exercise_date: The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to December 31, 2022. If Reporting Person remains employed after such date, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.

F2 · derivative.expiration_date: As modified, the Class B Units become earned (entitled to receive distributions) as follows: (i) subsequent to March 31, 2017, 50% upon the payment by Plains All American Pipeline, L.P. ("PAA") of an annualized quarterly distribution of $2.20 per common unit and the generation by PAA of distributable cash flow ("DCF") of $1.5 billion or more on a trailing four quarter basis; (ii) 25% upon the payment by PAA of an annualized quarterly distribution of $2.30 per common unit and the generation by PAA of DCF of $1.75 billion or more on a trailing four quarter basis; (iii) 25% upon the payment by PAA of an annualized quarterly distribution of $2.40 per common unit and the generation by PAA of DCF of $1.9 billion or more on a trailing four quarter basis; and (iv) 25% upon the payment by PAA of an annualized quarterly distribution of $2.40 per common unit and the generation by PAA of DCF of $2.05 billion or more on a trailing four quarter basis.

F3 · derivative.expiration_date: For each of the performance thresholds, the referenced DCF level will be subject to adjustment under certain circumstances to account for significant asset sales.

F4 · derivative.expiration_date: The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to December 31, 2022. If Reporting Person remains employed after such date, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.