PAGP

SEC source: 0001304186-17-000013 · primary_doc.xml · derivative · entry 4

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

KAFU Holdings (QP), L.P. · CIK 0001638385 · 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: 21,049,662

Underlying: Class A Shares · 38,267 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 September 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to an aggregate 38,267 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 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 September 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to an aggregate 38,267 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 1,173,528 Class A units. As a result, such Class A units were cancelled and 1,173,528 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 September 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to an aggregate 38,267 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: 0001304186-17-000013 · primary_doc.xml · nonDerivative · entry 2

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

KAFU Holdings (QP), L.P. · CIK 0001638385 · 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 September 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to an aggregate 38,267 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: 0001304186-17-000013 · primary_doc.xml · nonDerivative · entry 1

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

KAFU Holdings (QP), L.P. · CIK 0001638385 · 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: 38,267

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 September 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to an aggregate 38,267 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: 0001304186-17-000012 · primary_doc.xml · derivative · entry 8

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 21,049,662

Underlying: Class A shares · 38,267 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 of Class A shares of the Issuer. On September 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 38,267 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 of Class A shares of the Issuer. On September 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 38,267 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 1,173,528 Class A units. As a result, such Class A units were cancelled and 1,173,528 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 of Class A shares of the Issuer. On September 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 38,267 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: 0001304186-17-000012 · 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 of Class A shares of the Issuer. On September 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 38,267 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 reporting transactions involve in-kind distributions to redeeming limited partners of KAFU Holdings, L.P. and KAFU Holdings (QP), L.P.

SEC source: 0001304186-17-000012 · primary_doc.xml · nonDerivative · entry 1

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 38,267

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 of Class A shares of the Issuer. On September 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 38,267 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 reporting transactions involve in-kind distributions to redeeming limited partners of KAFU Holdings, L.P. and KAFU Holdings (QP), L.P.

SEC source: 0001615619-17-000094 · edgar.xml · derivative · entry 3

Temple Chris · CIK 0001464683 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,000

Underlying: Class A Shares · 3,750 shares

Expires not disclosed

F1 · derivative.exercise_price: One Class A Share is deliverble, 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 automatic re-grant of equivalent amount.

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

SEC source: 0001615619-17-000094 · 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 deliverble, 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 automatic re-grant of equivalent amount.

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

SEC source: 0001615619-17-000094 · edgar.xml · nonDerivative · entry 1

Temple Chris · CIK 0001464683 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,750

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: 0001615619-17-000090 · edgar.xml · derivative · entry 3

GOYANES EVERARDO · CIK 0001184541 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,000

Underlying: Class A Shares · 5,000 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, with automatic re-grant of equivalent amount.

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

SEC source: 0001615619-17-000090 · 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, with automatic re-grant of equivalent amount.

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

SEC source: 0001615619-17-000090 · edgar.xml · nonDerivative · entry 1

GOYANES EVERARDO · CIK 0001184541 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 47,305

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: 0001615619-17-000092 · edgar.xml · derivative · entry 3

RAYMOND JOHN T · CIK 0001186173 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,000

Underlying: Class A Shares · 2,500 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 automatic re-grant of equivalent amount.

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

SEC source: 0001615619-17-000092 · 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 automatic re-grant of equivalent amount.

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

SEC source: 0001615619-17-000092 · edgar.xml · nonDerivative · entry 1

RAYMOND JOHN T · CIK 0001186173 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 218,031

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: 0001615619-17-000063 · edgar.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By son

Disclosed balance after: 2,500

F1 · balance_after: Reporting person disclaims beneficial ownership of these securities.

SEC source: 0001615619-17-000059 · 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: 700,625

F1 · price: Reflects the weighted average purchase price for the Class A shares. These shares were purchased in multiple transactions at prices ranging from $21.10 to $21.85, 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: 0001615619-17-000061 · edgar.xml · nonDerivative · entry 1

GOYANES EVERARDO · CIK 0001184541 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 42,305

SEC source: 0001304186-17-000009 · primary_doc.xml · derivative · entry 4

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

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: 22,261,457

Underlying: Class A Shares · 374,790 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 and KACALP, has the right at any time (without expiration) to immediately exchange (the "Exchange Right") its Class A units in AAP together with a like number of Class B shares and the GP Units, for a like number of Class A shares of the Issuer. On June 30, 2017, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 374,790 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 in AAP, and the GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.

F1 · derivative.expiration_date: KAFU Holdings (QP), L.P., KAFU Holdings, L.P., and KAFU Holdings II, L.P. (collectively "KAFU") 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 and KACALP, has the right at any time (without expiration) to immediately exchange (the "Exchange Right") its Class A units in AAP together with a like number of Class B shares and the GP Units, for a like number of Class A shares of the Issuer. On June 30, 2017, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 374,790 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 in AAP, and the GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.

F5 · balance_after: In a simultaneous transaction, KAFU exercised the redemption right provided for in the limited partnership agreement of AAP with respect to 959 Class A units. As a result, such Class A units were cancelled and 959 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 and KACALP, has the right at any time (without expiration) to immediately exchange (the "Exchange Right") its Class A units in AAP together with a like number of Class B shares and the GP Units, for a like number of Class A shares of the Issuer. On June 30, 2017, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 374,790 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 in AAP, and the GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.

SEC source: 0001304186-17-000009 · primary_doc.xml · nonDerivative · entry 2

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

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 and KACALP, has the right at any time (without expiration) to immediately exchange (the "Exchange Right") its Class A units in AAP together with a like number of Class B shares and the GP Units, for a like number of Class A shares of the Issuer. On June 30, 2017, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 374,790 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 in AAP, and the GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.

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

SEC source: 0001304186-17-000009 · primary_doc.xml · nonDerivative · entry 1

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

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: 374,790

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 and KACALP, has the right at any time (without expiration) to immediately exchange (the "Exchange Right") its Class A units in AAP together with a like number of Class B shares and the GP Units, for a like number of Class A shares of the Issuer. On June 30, 2017, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 374,790 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 in AAP, and the GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.

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

SEC source: 0001304186-17-000010 · primary_doc.xml · derivative · entry 8

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 22,261,457

Underlying: Class A Shares · 374,790 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 of Class A Shares of the Issuer. On June 30,2017, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 374,790 Class A Shares.

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 of Class A Shares of the Issuer. On June 30,2017, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 374,790 Class A Shares.

F6 · balance_after: In a simultaneous transaction, KAFU exercised the redemption right provided for in the limited partnership agreement of AAP with respect to 959 Class A Units. As a result, such Class A Units were cancelled and 959 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 of Class A Shares of the Issuer. On June 30,2017, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 374,790 Class A Shares.

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: 0001304186-17-000010 · 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 of Class A Shares of the Issuer. On June 30,2017, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 374,790 Class A Shares.

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: 0001304186-17-000010 · primary_doc.xml · nonDerivative · entry 1

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 374,790

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 of Class A Shares of the Issuer. On June 30,2017, KAFU Holdings (QP), L.P. exercised the Exchange Right with respect to 374,790 Class A Shares.

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: 0001615619-17-000044 · 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: 650,625

F1 · price: Reflects the weighted average purchase price for the Class A shares. These shares were purchased in multiple transactions at prices ranging from $23.36 to $23.43, 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: 0001615619-17-000040 · edgar.xml · derivative · entry 2

vonBerg John · CIK 0001292397 · EVP - Commercial Activities

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Shares · 344,451 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 5/31/2017, the Reporting Person elected to exchange 344,451 Class A Units, Class B shares and GP Units for 344,451 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 5/31/2017, the Reporting Person elected to exchange 344,451 Class A Units, Class B shares and GP Units for 344,451 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 5/31/2017, the Reporting Person elected to exchange 344,451 Class A Units, Class B shares and GP Units for 344,451 Class A shares.

SEC source: 0001615619-17-000040 · edgar.xml · nonDerivative · entry 1

vonBerg John · CIK 0001292397 · EVP - Commercial Activities

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,629,957

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 5/31/2017, the Reporting Person elected to exchange 344,451 Class A Units, Class B shares and GP Units for 344,451 Class A shares.

SEC source: 0001615619-17-000038 · edgar.xml · derivative · entry 2

Swanson Al · CIK 0001292270 · Executive. VP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Shares · 433,620 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 5/26/2017, the Reporting Person elected to exchange 433,620 Class A Units, Class B shares and GP Units for 433,620 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 5/26/2017, the Reporting Person elected to exchange 433,620 Class A Units, Class B shares and GP Units for 433,620 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 5/26/2017, the Reporting Person elected to exchange 433,620 Class A Units, Class B shares and GP Units for 433,620 Class A shares.

SEC source: 0001615619-17-000038 · edgar.xml · nonDerivative · entry 1

Swanson Al · CIK 0001292270 · Executive. VP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,351,839

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 5/26/2017, the Reporting Person elected to exchange 433,620 Class A Units, Class B shares and GP Units for 433,620 Class A shares.

SEC source: 0001615619-17-000036 · edgar.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 600,625

F2 · price: Reflects the weighted average purchase price for the Class A shares. These shares were purchased in multiple transactions at prices ranging from $27.51 to $27.795, 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: 0001615619-17-000036 · 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: 525,625

F1 · price: Reflects the weighted average purchase price for the Class A shares. These shares were purchased in multiple transactions at prices ranging from $27.57 to $27.78, 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: 0001304186-17-000005 · primary_doc.xml · derivative · entry 4

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

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

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

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 22,637,206

Underlying: Class A Shares · 185,207 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 and KACALP, has the right at any time (without expiration) to immediately exchange (the "Exchange Right") its Class A units in AAP together with a like number of Class B shares and the GP Units, for a like number of Class A shares of the Issuer.

F2 · derivative.exercise_date: 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 in AAP, and the GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.

F1 · derivative.expiration_date: KAFU Holdings (QP), L.P., KAFU Holdings, L.P., and KAFU Holdings II, L.P. (collectively "KAFU") 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 and KACALP, has the right at any time (without expiration) to immediately exchange (the "Exchange Right") its Class A units in AAP together with a like number of Class B shares and the GP Units, for a like number of Class A shares of the Issuer.

F2 · derivative.expiration_date: 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 in AAP, and the GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.

F5 · balance_after: In a simultaneous transaction, KAFU exercised the redemption right provided for in the limited partnership agreement of AAP with respect to 1,835,421 Class A units. As a result, such Class A units were cancelled and 1,835,421 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 and KACALP, has the right at any time (without expiration) to immediately exchange (the "Exchange Right") its Class A units in AAP together with a like number of Class B shares and the GP Units, for a like number of Class A shares of the Issuer.

F2 · ownership.nature: 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 in AAP, and the GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.

SEC source: 0001304186-17-000005 · primary_doc.xml · nonDerivative · entry 2

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

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

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

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

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 and KACALP, has the right at any time (without expiration) to immediately exchange (the "Exchange Right") its Class A units in AAP together with a like number of Class B shares and the GP Units, for a like number of Class A shares of the Issuer.

F2 · ownership.nature: 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 in AAP, and the GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.

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

SEC source: 0001304186-17-000005 · primary_doc.xml · nonDerivative · entry 1

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

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

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

KAYNE ANDERSON CAPITAL ADVISORS LP · CIK 0000949615 · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 185,207

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 and KACALP, has the right at any time (without expiration) to immediately exchange (the "Exchange Right") its Class A units in AAP together with a like number of Class B shares and the GP Units, for a like number of Class A shares of the Issuer.

F2 · ownership.nature: 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 in AAP, and the GP Units held by KAFU. The filing of this statement shall not be construed as an admission that either KAFU or KACALP are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.

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

SEC source: 0001304186-17-000006 · primary_doc.xml · derivative · entry 8

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 22,637,206

Underlying: Class A Shares · 185,207 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 of Class A Shares of the Issuer.

F1 · derivative.expiration_date: As of the date of this Form 4, the Reporting Person holds an indirect ownership interest in Plains GP Holdings, L.P. (the "Issuer") through his ownership in KAFU Holdings, L.P., KAFU Holdings (QP), L.P., and KAFU Holdings II, L.P. (collectively, "KAFU"). Further the Reporting Person is the Co-Chairman of Kayne Anderson Capital Advisors, L.P. ("KACALP"), an SEC registered investment adviser and the managing member of KAFU. The Reporting Person may be deemed to be the beneficial owner of all of the interests held by KAFU.

F2 · derivative.expiration_date: The Eighth Amended and Restated limited partnership agreement of Plains AAP, L.P. ("AAP") provides that each limited partner has the right at any time (without expiration) to immediately exchange (the "Exchange Right") its Class A Units in AAP, together with a like number of associated Class B Shares in the Issuer and GP Units in PAA GP Holdings LLC, for a like number of Class A Shares of the Issuer.

F6 · balance_after: In a simultaneous transaction, KAFU exercised the redemption right provided for in the limited partnership agreement of AAP with respect to 1,835,421 Class A Units. As a result, such Class A Units were cancelled and 1,835,421 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 of Class A Shares of the Issuer.

F3 · ownership.nature: The Reporting Person disclaims beneficial ownership of the securities held by KAFU and KACALP, except to the extent of his pecuniary interest therein.

SEC source: 0001304186-17-000006 · primary_doc.xml · nonDerivative · entry 2

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

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 of Class A Shares of the Issuer.

F3 · ownership.nature: The Reporting Person disclaims beneficial ownership of the securities held by KAFU and KACALP, except to the extent of his pecuniary interest therein.

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

SEC source: 0001304186-17-000006 · primary_doc.xml · nonDerivative · entry 1

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 185,207

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 of Class A Shares of the Issuer.

F3 · ownership.nature: The Reporting Person disclaims beneficial ownership of the securities held by KAFU and KACALP, except to the extent of his pecuniary interest therein.

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

SEC source: 0001615619-17-000030 · 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: 500,625

SEC source: 0001237769-17-000008 · edgar.xml · nonDerivative · entry 2

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Judy Shackouls GRAT

Disclosed balance after: 4,506

SEC source: 0001237769-17-000008 · edgar.xml · nonDerivative · entry 1

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Bobby Shackouls GRAT

Disclosed balance after: 4,506

SEC source: 0001237769-17-000007 · edgar.xml · derivative · entry 1

Temple Chris · CIK 0001464683 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,000

Underlying: Class A Shares · 15,000 shares

Expires not disclosed

F1 · security: This award replaces a previous award for 20,000 phantom common units of Plains All American Pipeline, L.P. ("PAA"); the previous PAA award has been cancelled.

F2 · derivative.exercise_price: One Class A Share is deliverable, upon vesting, for each Phantom Class A Share that vests.

F3 · derivative.exercise_date: 25% vest annually on August distribution date, with an automatic re-grant of equivalent amount.

F4 · derivative.expiration_date: Upon termination of service as director, other than because of death, disability or retirement.

SEC source: 0001237769-17-000003 · edgar.xml · derivative · entry 1

GOYANES EVERARDO · CIK 0001184541 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,000

Underlying: Class A Shares · 20,000 shares

Expires not disclosed

F1 · security: This award replaces a previous award for 7,210 Phantom Class A shares; the previous award has been cancelled. This award also replaces a previous award for 20,000 phantom common units of Plains All American Pipeline, L.P., which has also been cancelled.

F2 · derivative.exercise_price: One Class A Share is deliverable, upon vesting, for each Phantom Class A Share that vests.

F3 · derivative.exercise_date: 25% vest annually on August distribution date, with an automatic re-grant of equivalent amount.

F4 · derivative.expiration_date: Upon termination of service as director, other than because of death, disability or retirement.

SEC source: 0001237769-17-000006 · edgar.xml · derivative · entry 1

RAYMOND JOHN T · CIK 0001186173 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,000

Underlying: Class A Shares · 10,000 shares

Expires not disclosed

F1 · security: This award replaces a previous award for 10,000 phantom common units of Plains All American Pipeline, L.P. ("PAA"); the previous PAA award has been cancelled.

F2 · derivative.exercise_price: One Class A Share is deliverable, upon vesting, for each Phantom Class A Share that vests.

F3 · derivative.exercise_date: 25% vest annually on August distribution date, with an automatic re-grant of equivalent amount.

F4 · derivative.expiration_date: Upon termination of service as director, other than because of death, disability or retirement.

SEC source: 0001615619-17-000022 · edgar.xml · derivative · entry 3

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,016

Underlying: Class A Shares · 3,004 shares

Expires not disclosed

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

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

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

SEC source: 0001615619-17-000022 · edgar.xml · derivative · entry 2

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,012

Underlying: Class A Shares · 3,004 shares

Expires not disclosed

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

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

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

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

SEC source: 0001615619-17-000022 · edgar.xml · nonDerivative · entry 1

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,012

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

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

SEC source: 0001615619-17-000024 · edgar.xml · derivative · entry 3

Burk Victor · CIK 0001375349 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,016

Underlying: Class A Shares · 3,004 shares

Expires not disclosed

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

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

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

SEC source: 0001615619-17-000024 · edgar.xml · derivative · entry 2

Burk Victor · CIK 0001375349 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,012

Underlying: Class A Shares · 3,004 shares

Expires not disclosed

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

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

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

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

SEC source: 0001615619-17-000024 · edgar.xml · nonDerivative · entry 1

Burk Victor · CIK 0001375349 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,138

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

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

SEC source: 0001615619-17-000020 · edgar.xml · derivative · entry 3

GOYANES EVERARDO · CIK 0001184541 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,210

Underlying: Class A Shares · 1,802 shares

Expires not disclosed

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

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

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