PAGP

SEC source: 0001304186-18-000012 · primary_doc.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F1 · ownership.nature: KAFU Holdings (QP), L.P. ("KAFU") holds Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On September 28, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 45,405 Class A Units.

F2 · ownership.nature: Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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.

SEC source: 0001304186-18-000012 · primary_doc.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 45,405

F1 · ownership.nature: KAFU Holdings (QP), L.P. ("KAFU") holds Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On September 28, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 45,405 Class A Units.

F2 · ownership.nature: Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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.

SEC source: 0001615619-18-000082 · edgar.xml · nonDerivative · entry 1

RAYMOND JOHN T · CIK 0001186173 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 245,531

F1 · price: Reflects the weighted average purchase price for the Class A shares. These shares were purchased in multiple transactions at prices ranging from $23.395 to $23.40, inclusive. The reporting person will provide upon request by the SEC staff, the issuer or any security holder of the issuer, full information regarding the number of shares purchased at each separate price.

SEC source: 0001615619-18-000080 · edgar.xml · derivative · entry 2

ARMSTRONG GREG L · CIK 0001184537 · Director · Chairman of the Board & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Shares · 1,150,000 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 · kind: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), a holder of Class A Units of AAP (the "Class A Units") and Class B shares (the "Class B shares") of Plains GP Holdings, L.P. (the "Issuer"), has the right at any time (without expiration) to exchange its Class A Units, together with a like number of associated Class B shares and GP Units in PAA GP Holdings LLC, for an equal number of Class A shares of the Issuer (the "Class A shares"). On 9/21/2018, the Reporting Person exchanged 1,150,000 Class A Units, Class B shares and GP Units for 1,150,000 Class A shares.

F1 · derivative.exercise_date: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), a holder of Class A Units of AAP (the "Class A Units") and Class B shares (the "Class B shares") of Plains GP Holdings, L.P. (the "Issuer"), has the right at any time (without expiration) to exchange its Class A Units, together with a like number of associated Class B shares and GP Units in PAA GP Holdings LLC, for an equal number of Class A shares of the Issuer (the "Class A shares"). On 9/21/2018, the Reporting Person exchanged 1,150,000 Class A Units, Class B shares and GP Units for 1,150,000 Class A shares.

F1 · derivative.expiration_date: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), a holder of Class A Units of AAP (the "Class A Units") and Class B shares (the "Class B shares") of Plains GP Holdings, L.P. (the "Issuer"), has the right at any time (without expiration) to exchange its Class A Units, together with a like number of associated Class B shares and GP Units in PAA GP Holdings LLC, for an equal number of Class A shares of the Issuer (the "Class A shares"). On 9/21/2018, the Reporting Person exchanged 1,150,000 Class A Units, Class B shares and GP Units for 1,150,000 Class A shares.

SEC source: 0001615619-18-000080 · edgar.xml · nonDerivative · entry 1

ARMSTRONG GREG L · CIK 0001184537 · Director · Chairman of the Board & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,850,625

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 · kind: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), a holder of Class A Units of AAP (the "Class A Units") and Class B shares (the "Class B shares") of Plains GP Holdings, L.P. (the "Issuer"), has the right at any time (without expiration) to exchange its Class A Units, together with a like number of associated Class B shares and GP Units in PAA GP Holdings LLC, for an equal number of Class A shares of the Issuer (the "Class A shares"). On 9/21/2018, the Reporting Person exchanged 1,150,000 Class A Units, Class B shares and GP Units for 1,150,000 Class A shares.

SEC source: 0001615619-19-000006 · edgar.xml · nonDerivative · entry 1

ARMSTRONG GREG L · CIK 0001184537 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,500,625

SEC source: 0001615619-18-000068 · edgar.xml · derivative · entry 1

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,879

Underlying: Class A Shares · 4,879 shares

Expires not disclosed

F1 · derivative.exercise_price: One Class A share is deliverable for each Phantom Class A share that vests.

F2 · derivative.exercise_date: Phantom Class A Shares vest annually on August distribution date, with an automatic re-grant of a number of Phantom Class A shares having a value on the date of grant of $125,000.

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

SEC source: 0001615619-18-000064 · edgar.xml · derivative · entry 1

SYMONDS J TAFT · CIK 0001063934 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,879

Underlying: Class A Shares · 4,879 shares

Expires not disclosed

F1 · derivative.exercise_price: One Class A share is deliverable for each Phantom Class A share that vests.

F2 · derivative.exercise_date: Phantom Class A Shares vest annually on August distribution date, with an automatic re-grant of a number of Phantom Class A shares having a value on the date of grant of $125,000.

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

SEC source: 0001615619-18-000070 · edgar.xml · derivative · entry 1

PETERSEN GARY R · CIK 0001181757 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,879

Underlying: Class A Shares · 4,879 shares

Expires not disclosed

F1 · derivative.exercise_price: One Class A share is deliverable for each Phantom Class A share that vests.

F2 · derivative.exercise_date: Phantom Class A Shares vest annually on August distribution date, with an automatic re-grant of a number of Phantom Class A shares having a value on the date of grant of $125,000.

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

SEC source: 0001615619-18-000058 · edgar.xml · derivative · entry 3

Temple Chris · CIK 0001464683 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,129

Underlying: Class A Shares · 4,879 shares

Expires not disclosed

F1 · derivative.exercise_price: One Class A Share is deliverable, upon vesting, for each Phantom Class A Share that vests.

F2 · derivative.exercise_date: Phantom Class A Shares vest annually on August distribution date, with an automatic re-grant of a number of Phantom Class A shares having a value on the date of grant of $125,000.

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

SEC source: 0001615619-18-000058 · edgar.xml · derivative · entry 2

Temple Chris · CIK 0001464683 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,250

Underlying: Class A Shares · 3,750 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: One Class A Share is deliverable, upon vesting, for each Phantom Class A Share that vests.

F2 · derivative.exercise_date: Phantom Class A Shares vest annually on August distribution date, with an automatic re-grant of a number of Phantom Class A shares having a value on the date of grant of $125,000.

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

SEC source: 0001615619-18-000058 · edgar.xml · nonDerivative · entry 1

Temple Chris · CIK 0001464683 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,500

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.

SEC source: 0001615619-18-000072 · edgar.xml · derivative · entry 1

Burk Victor · CIK 0001375349 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,879

Underlying: Class A Shares · 4,879 shares

Expires not disclosed

F1 · derivative.exercise_price: One Class A share is deliverable for each Phantom Class A share that vests.

F2 · derivative.exercise_date: Phantom Class A Shares vest annually on August distribution date, with an automatic re-grant of a number of Phantom Class A shares having a value on the date of grant of $125,000.

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

SEC source: 0001615619-18-000062 · edgar.xml · derivative · entry 3

GOYANES EVERARDO · CIK 0001184541 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,879

Underlying: Class A Shares · 4,879 shares

Expires not disclosed

F1 · derivative.exercise_price: One Class A Share is deliverable, upon vesting, for each Phantom Class A Share that vests.

F2 · derivative.exercise_date: Phantom Class A Shares vest annually on August distribution date, with an automatic re-grant of a number of Phantom Class A shares having a value on the date of grant of $125,000.

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

SEC source: 0001615619-18-000062 · edgar.xml · derivative · entry 2

GOYANES EVERARDO · CIK 0001184541 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,000

Underlying: Class A Shares · 5,000 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: One Class A Share is deliverable, upon vesting, for each Phantom Class A Share that vests.

F2 · derivative.exercise_date: Phantom Class A Shares vest annually on August distribution date, with an automatic re-grant of a number of Phantom Class A shares having a value on the date of grant of $125,000.

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

SEC source: 0001615619-18-000062 · edgar.xml · nonDerivative · entry 1

GOYANES EVERARDO · CIK 0001184541 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 52,305

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.

SEC source: 0001615619-18-000060 · edgar.xml · derivative · entry 3

RAYMOND JOHN T · CIK 0001186173 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,403

Underlying: Class A Shares · 3,903 shares

Expires not disclosed

F1 · derivative.exercise_price: One Class A Share is deliverable, upon vesting, for each Phantom Class A Share that vests.

F2 · derivative.exercise_date: Phantom Class A Shares vest annually on August distribution date, with an automatic re-grant of a number of Phantom Class A shares having a value on the date of grant of $100,000.

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

SEC source: 0001615619-18-000060 · edgar.xml · derivative · entry 2

RAYMOND JOHN T · CIK 0001186173 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,500

Underlying: Class A Shares · 2,500 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: One Class A Share is deliverable, upon vesting, for each Phantom Class A Share that vests.

F2 · derivative.exercise_date: Phantom Class A Shares vest annually on August distribution date, with an automatic re-grant of a number of Phantom Class A shares having a value on the date of grant of $100,000.

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

SEC source: 0001615619-18-000060 · edgar.xml · nonDerivative · entry 1

RAYMOND JOHN T · CIK 0001186173 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 220,531

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.

SEC source: 0001615619-18-000066 · edgar.xml · derivative · entry 1

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,903

Underlying: Class A Shares · 3,903 shares

Expires not disclosed

F1 · derivative.exercise_price: One Class A share is deliverable for each Phantom Class A share that vests.

F2 · derivative.exercise_date: Phantom Class A Shares vest annually on August distribution date, with an automatic re-grant of a number of Phantom Class A shares having a value on the date of grant of $100,000.

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

SEC source: 0001304186-18-000010 · primary_doc.xml · derivative · entry 4

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

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · Director · 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: 16,863,251

Underlying: Class A Shares · 935,092 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") holds Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On June 29, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 935,092 Class A Units.

F2 · derivative.exercise_date: Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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") holds Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On June 29, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 935,092 Class A Units.

F2 · derivative.expiration_date: Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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 520,709 Class A units. As a result, such Class A units were cancelled and 520,709 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") holds Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On June 29, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 935,092 Class A Units.

F2 · ownership.nature: Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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: 0001304186-18-000010 · primary_doc.xml · nonDerivative · entry 2

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

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · Director · 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") holds Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On June 29, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 935,092 Class A Units.

F2 · ownership.nature: Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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.

SEC source: 0001304186-18-000010 · primary_doc.xml · nonDerivative · entry 1

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

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · Director · 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: 935,092

F1 · ownership.nature: KAFU Holdings (QP), L.P. ("KAFU") holds Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On June 29, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 935,092 Class A Units.

F2 · ownership.nature: Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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.

SEC source: 0001304186-18-000008 · primary_doc.xml · derivative · entry 4

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

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · Director · 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: 16,863,251

Underlying: Class A Shares · 935,092 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") holds Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On June 29, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 935,092 Class A Units.

F2 · derivative.exercise_date: Kayne Anderson Capital Advisors, L.P. ("KACALP) is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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") holds Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On June 29, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 935,092 Class A Units.

F2 · derivative.expiration_date: Kayne Anderson Capital Advisors, L.P. ("KACALP) is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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 520,709 Class A units. As a result, such Class A units were cancelled and 520,709 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") holds Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On June 29, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 935,092 Class A Units.

F2 · ownership.nature: Kayne Anderson Capital Advisors, L.P. ("KACALP) is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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: 0001304186-18-000008 · primary_doc.xml · nonDerivative · entry 2

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

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · Director · 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") holds Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On June 29, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 935,092 Class A Units.

F2 · ownership.nature: Kayne Anderson Capital Advisors, L.P. ("KACALP) is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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.

SEC source: 0001304186-18-000008 · primary_doc.xml · nonDerivative · entry 1

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

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · Director · 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: 935,092

F1 · ownership.nature: KAFU Holdings (QP), L.P. ("KAFU") holds Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On June 29, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 935,092 Class A Units.

F2 · ownership.nature: Kayne Anderson Capital Advisors, L.P. ("KACALP) is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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.

SEC source: 0001304186-18-000009 · primary_doc.xml · derivative · entry 8

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 16,863,251

Underlying: Class A Shares · 935,092 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 (QP), L.P. ("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 LLC, for a like number of Class A shares of the Issuer. On June 29, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 935,092 Class A Units.

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 (QP), L.P. ("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 LLC, for a like number of Class A shares of the Issuer. On June 29, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 935,092 Class A Units.

F6 · balance_after: In a simultaneous transaction, KAFU exercised the redemption right provided for in the limited partnership agreement of AAP with respect to 520,709 Class A units. As a result, such Class A units were cancelled and 520,709 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 (QP), L.P. ("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 LLC, for a like number of Class A shares of the Issuer. On June 29, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 935,092 Class A Units.

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: 0001304186-18-000009 · 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 (QP), L.P. ("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 LLC, for a like number of Class A shares of the Issuer. On June 29, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 935,092 Class A Units.

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 Holdings (QP), L.P.

SEC source: 0001304186-18-000009 · primary_doc.xml · nonDerivative · entry 1

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 935,092

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 (QP), L.P. ("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 LLC, for a like number of Class A shares of the Issuer. On June 29, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 935,092 Class A Units.

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 Holdings (QP), L.P.

SEC source: 0001304186-18-000005 · primary_doc.xml · derivative · entry 4

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

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · Director · 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: 18,319,052

Underlying: Class A Shares · 7,899 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") holds Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On March 28, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 7,899 Class A Units.

F2 · derivative.exercise_date: Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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") holds Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On March 28, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 7,899 Class A Units.

F2 · derivative.expiration_date: Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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 39,224 Class A units. As a result, such Class A units were cancelled and 39,224 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") holds Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On March 28, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 7,899 Class A Units.

F2 · ownership.nature: Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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: 0001304186-18-000005 · primary_doc.xml · nonDerivative · entry 2

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

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · Director · 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") holds Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On March 28, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 7,899 Class A Units.

F2 · ownership.nature: Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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.

SEC source: 0001304186-18-000005 · primary_doc.xml · nonDerivative · entry 1

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

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · Director · 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: 7,899

F1 · ownership.nature: KAFU Holdings (QP), L.P. ("KAFU") holds Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On March 28, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 7,899 Class A Units.

F2 · ownership.nature: Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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.

SEC source: 0001304186-18-000006 · primary_doc.xml · derivative · entry 8

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 18,319,052

Underlying: Class A Shares · 7,899 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 (QP), L.P. ("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 Eight 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 LLC, for a like number of Class A shares of the Issuer. On March 28, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 7,899 Class A Units.

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 (QP), L.P. ("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 Eight 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 LLC, for a like number of Class A shares of the Issuer. On March 28, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 7,899 Class A Units.

F6 · balance_after: In a simultaneous transaction, KAFU exercised the redemption right provided for in the limited partnership agreement of AAP with respect to 39,224 Class A units. As a result, such Class A units were cancelled and 39,224 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 (QP), L.P. ("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 Eight 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 LLC, for a like number of Class A shares of the Issuer. On March 28, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 7,899 Class A Units.

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: 0001304186-18-000006 · 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 (QP), L.P. ("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 Eight 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 LLC, for a like number of Class A shares of the Issuer. On March 28, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 7,899 Class A Units.

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 Holdings (QP), L.P.

SEC source: 0001304186-18-000006 · primary_doc.xml · nonDerivative · entry 1

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 7,899

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 (QP), L.P. ("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 Eight 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 LLC, for a like number of Class A shares of the Issuer. On March 28, 2018, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 7,899 Class A Units.

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 Holdings (QP), L.P.

SEC source: 0001615619-18-000010 · edgar.xml · nonDerivative · entry 1

Brown Oscar K · CIK 0001715126 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,100

F1 · price: Reflects the weighted average purchase price for the Class A shares. These shares were purchased in multiple transactions at prices ranging from $22.455 to $22.6135, inclusive. The reporting person will provide upon request by the SEC staff, the issuer or any security holder of the issuer, full information regarding the number of shares purchased at each separate price.

SEC source: 0001615619-18-000008 · edgar.xml · nonDerivative · entry 2

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Spouse

Disclosed balance after: 4,506

F1 · kind: On January 2, 2018, the reporting person and his spouse each withdrew 4,506 Class A shares of PAGP from their respective grantor retained annuity trusts in exchange for the contribution of cash and bonds having equivalent value. The withdrawal of the Class A shares from the GRATs resulted in a decrease in the number of Class A shares beneficially owned indirectly through the GRATS, and a corresponding increase in the number of Class A shares beneficially owned directly and indirectly through spouse. The reporting person believes that the withdrawal of the Class A shares from the GRATs constitutes a change in form of beneficial ownership, which is exempt under Rule 16a-13 of the Exchange Act.

F2 · ownership.direct: All Class A shares owned by the reporting person and his spouse, including the withdrawn Class A shares, were subsequently contributed to newly-created GRATs and are now beneficially owned indirectly as follows: 4,506 Class A shares are beneficially owned indirectly through the reporting person's 2018 GRAT, and 4,506 Class A shares are beneficially owned indirectly through the 2018 GRAT of the reporting person's spouse. The contributions of Class A shares to the 2018 GRATs are also exempt under Rule 16a-13 of the Exchange Act.

SEC source: 0001615619-18-000008 · edgar.xml · nonDerivative · entry 1

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,506

F1 · kind: On January 2, 2018, the reporting person and his spouse each withdrew 4,506 Class A shares of PAGP from their respective grantor retained annuity trusts in exchange for the contribution of cash and bonds having equivalent value. The withdrawal of the Class A shares from the GRATs resulted in a decrease in the number of Class A shares beneficially owned indirectly through the GRATS, and a corresponding increase in the number of Class A shares beneficially owned directly and indirectly through spouse. The reporting person believes that the withdrawal of the Class A shares from the GRATs constitutes a change in form of beneficial ownership, which is exempt under Rule 16a-13 of the Exchange Act.

F2 · ownership.direct: All Class A shares owned by the reporting person and his spouse, including the withdrawn Class A shares, were subsequently contributed to newly-created GRATs and are now beneficially owned indirectly as follows: 4,506 Class A shares are beneficially owned indirectly through the reporting person's 2018 GRAT, and 4,506 Class A shares are beneficially owned indirectly through the 2018 GRAT of the reporting person's spouse. The contributions of Class A shares to the 2018 GRATs are also exempt under Rule 16a-13 of the Exchange Act.

SEC source: 0001304186-18-000002 · primary_doc.xml · derivative · entry 4

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

KAFU HOLDINGS, L.P. · CIK 0001590015 · Director · See Remarks

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · Director · 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: 18,366,175

Underlying: Class A Shares · 223,465 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. and KAFU Holdings, L.P. (Collectively "KAFU") hold Class B shares representing limited partner 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 partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On December 29, 2017, KAFU Holdings (QP), L.P and KAFU Holdings L.P. exercised the Exchange Right with respect to 223,465 Class A Units.

F2 · derivative.exercise_date: Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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. and KAFU Holdings, L.P. (Collectively "KAFU") hold Class B shares representing limited partner 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 partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On December 29, 2017, KAFU Holdings (QP), L.P and KAFU Holdings L.P. exercised the Exchange Right with respect to 223,465 Class A Units.

F2 · derivative.expiration_date: Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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 551,323 Class A units. As a result, such Class A units were cancelled and 551,323 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. and KAFU Holdings, L.P. (Collectively "KAFU") hold Class B shares representing limited partner 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 partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On December 29, 2017, KAFU Holdings (QP), L.P and KAFU Holdings L.P. exercised the Exchange Right with respect to 223,465 Class A Units.

F2 · ownership.nature: Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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: 0001304186-18-000002 · primary_doc.xml · nonDerivative · entry 2

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

KAFU HOLDINGS, L.P. · CIK 0001590015 · Director · See Remarks

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · Director · 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. and KAFU Holdings, L.P. (Collectively "KAFU") hold Class B shares representing limited partner 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 partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On December 29, 2017, KAFU Holdings (QP), L.P and KAFU Holdings L.P. exercised the Exchange Right with respect to 223,465 Class A Units.

F2 · ownership.nature: Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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: 0001304186-18-000002 · primary_doc.xml · nonDerivative · entry 1

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

KAFU HOLDINGS, L.P. · CIK 0001590015 · Director · See Remarks

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · Director · 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: 223,465

F1 · ownership.nature: KAFU Holdings (QP), L.P. and KAFU Holdings, L.P. (Collectively "KAFU") hold Class B shares representing limited partner 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 partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On December 29, 2017, KAFU Holdings (QP), L.P and KAFU Holdings L.P. exercised the Exchange Right with respect to 223,465 Class A Units.

F2 · ownership.nature: Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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: 0001304186-18-000003 · primary_doc.xml · derivative · entry 8

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 18,366,175

Underlying: Class A Shares · 223,465 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. and KAFU Holdings (QP), 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 LLC, for a like number of Class A shares of the Issuer. On December 29, 2017, KAFU Holdings (QP), L.P. and KAFU Holdings L.P. exercised the Exchange Right with respect to 223,465 Class A Units.

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. and KAFU Holdings (QP), 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 LLC, for a like number of Class A shares of the Issuer. On December 29, 2017, KAFU Holdings (QP), L.P. and KAFU Holdings L.P. exercised the Exchange Right with respect to 223,465 Class A Units.

F6 · balance_after: In a simultaneous transaction, KAFU exercised the redemption right provided for in the limited partnership agreement of AAP with respect to 551,323 Class A units. As a result, such Class A units were cancelled and 551,323 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. and KAFU Holdings (QP), 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 LLC, for a like number of Class A shares of the Issuer. On December 29, 2017, KAFU Holdings (QP), L.P. and KAFU Holdings L.P. exercised the Exchange Right with respect to 223,465 Class A Units.

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: 0001304186-18-000003 · 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. and KAFU Holdings (QP), 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 LLC, for a like number of Class A shares of the Issuer. On December 29, 2017, KAFU Holdings (QP), L.P. and KAFU Holdings L.P. exercised the Exchange Right with respect to 223,465 Class A Units.

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 Holdings (QP), L.P. and KAFU Holdings L.P.

SEC source: 0001304186-18-000003 · primary_doc.xml · nonDerivative · entry 1

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 223,465

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. and KAFU Holdings (QP), 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 LLC, for a like number of Class A shares of the Issuer. On December 29, 2017, KAFU Holdings (QP), L.P. and KAFU Holdings L.P. exercised the Exchange Right with respect to 223,465 Class A Units.

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 Holdings (QP), L.P. and KAFU Holdings L.P.

SEC source: 0001304186-17-000017 · primary_doc.xml · derivative · entry 4

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

KAFU HOLDINGS, L.P. · CIK 0001590015 · Director · See Remarks

KAFU Holdings II, L.P. · CIK 0001590087 · Director · See Remarks

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · Director · 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: 19,140,963

Underlying: Class A Shares · 44,481 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") hold Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On November 30, 2017, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 44,481 Class A Units.

F2 · derivative.exercise_date: Kayne Anderson Capital Advisors, L.P. ("KACALP") is manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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") hold Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On November 30, 2017, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 44,481 Class A Units.

F2 · derivative.expiration_date: Kayne Anderson Capital Advisors, L.P. ("KACALP") is manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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 1,864,218 Class A units. As a result, such Class A units were cancelled and 1,864,218 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") hold Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On November 30, 2017, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 44,481 Class A Units.

F2 · ownership.nature: Kayne Anderson Capital Advisors, L.P. ("KACALP") is manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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: 0001304186-17-000017 · primary_doc.xml · nonDerivative · entry 2

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

KAFU HOLDINGS, L.P. · CIK 0001590015 · Director · See Remarks

KAFU Holdings II, L.P. · CIK 0001590087 · Director · See Remarks

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · Director · 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") hold Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On November 30, 2017, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 44,481 Class A Units.

F2 · ownership.nature: Kayne Anderson Capital Advisors, L.P. ("KACALP") is manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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.

SEC source: 0001304186-17-000017 · primary_doc.xml · nonDerivative · entry 1

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

KAFU HOLDINGS, L.P. · CIK 0001590015 · Director · See Remarks

KAFU Holdings II, L.P. · CIK 0001590087 · Director · See Remarks

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · Director · 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: 44,481

F1 · ownership.nature: KAFU Holdings (QP), L.P., KAFU Holdings, L.P., and KAFU Holdings II, L.P. (collectively "KAFU") hold Class B shares representing limited partner interests 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 Eighth Amended and Restated Limited Partnership Agreement of AAP provides that each limited partner of AAP, including KAFU, 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 GP Units, for a like number of Class A shares of the Issuer. On November 30, 2017, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 44,481 Class A Units.

F2 · ownership.nature: Kayne Anderson Capital Advisors, L.P. ("KACALP") is manager of the general partner of KAFU and may be deemed to beneficially own the Class B shares, Class A Units, and 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.

SEC source: 0001304186-17-000016 · primary_doc.xml · derivative · entry 8

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 19,140,963

Underlying: Class A Shares · 44,481 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 LLC, for a like number Class A shares of the Issuer. On November 30, 2017, and KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 44,481 Class A Units.

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 LLC, for a like number Class A shares of the Issuer. On November 30, 2017, and KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 44,481 Class A Units.

F6 · balance_after: In a simultaneous transaction, KAFU exercised the redemption right provided for in the limited partnership agreement of AAP with respect to 1,864,218 Class A units. As a result, such Class A units were cancelled and 1,864,218 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 LLC, for a like number Class A shares of the Issuer. On November 30, 2017, and KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 44,481 Class A Units.

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: 0001304186-17-000016 · 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 LLC, for a like number Class A shares of the Issuer. On November 30, 2017, and KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 44,481 Class A Units.

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 Holdings (QP), L.P.

SEC source: 0001304186-17-000016 · primary_doc.xml · nonDerivative · entry 1

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 44,481

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 LLC, for a like number Class A shares of the Issuer. On November 30, 2017, and KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 44,481 Class A Units.

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 Holdings (QP), L.P.