SEC Form 4 
FORM 4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 	  
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	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).			
1. Name and Address of Reporting Person*
KAYNE ANDERSON CAPITAL ADVISORS LP	

(Last)	(First)	(Middle)	
1800 AVENUE OF THE STARS	
3RD FLOOR	

(Street) 
LOS ANGELES	CA	90067	

(City)	(State)	(Zip)	
	2. Issuer Name and Ticker or Trading Symbol 
PLAINS GP HOLDINGS LP [ PAGP ] 	5. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
X	Director	X	10% Owner	
	Officer (give title below)		Other (specify below)	

	3. Date of Earliest Transaction (Month/Day/Year)
03/26/2015 		
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) 
	Form filed by One Reporting Person	
X	Form filed by More than One Reporting Person	
	
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1. Title of Security (Instr. 3) 	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8) 	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 	5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 	7. Nature of Indirect Beneficial Ownership (Instr. 4) 	
			Code	V	Amount	(A) or (D)	Price				
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) 	
1. Title of Derivative Security (Instr. 3) 	2. Conversion or Exercise Price of Derivative Security 	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8) 	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 	6. Date Exercisable and Expiration Date (Month/Day/Year)	7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 	8. Price of Derivative Security (Instr. 5) 	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 	11. Nature of Indirect Beneficial Ownership (Instr. 4) 	
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares					
See Footnotes	$0 	03/26/2015		J(3) 		565,793		(1) 	(1) 	Class A Shares(1)(2) 	565,793	$0 	101,881,732	D(1)(2) 		
1. Name and Address of Reporting Person*
KAYNE ANDERSON CAPITAL ADVISORS LP	

(Last)	(First)	(Middle)	
1800 AVENUE OF THE STARS	
3RD FLOOR	

(Street) 
LOS ANGELES	CA	90067	

(City)	(State)	(Zip)	
	
1. Name and Address of Reporting Person*
KAFU HOLDINGS, L.P.	

(Last)	(First)	(Middle)	
1800 AVENUE OF THE STARS	
3RD FLOOR	

(Street) 
LOS ANGELES	CA	77002	

(City)	(State)	(Zip)	
	
1. Name and Address of Reporting Person*
KAFU Holdings II, L.P.	

(Last)	(First)	(Middle)	
1800 AVENUE OF THE STARS	
3RD FLOOR	

(Street) 
LOS ANGELES	CA	90067	

(City)	(State)	(Zip)	
	
Explanation of Responses:	
1. Kayne Anderson Capital Advisors, L.P. ("KACALP") 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 limited partnership agreement of AAP was amended and restated to provide that each limited partner of AAP, including KACALP, will have 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.	
2. KACALP is the manager of the general partner of KAFU Holdings, L.P. and KAFU Holdings II, L.P. (collectively, "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.	
3. The reported transaction is an in-kind distribution to KACALP. Such distribution represents KACALP's realized interest in the incentive allocation earned as managing member of KA Fund Advisors, LLC, manager of KA First Reserve XII, LLC.	
	David Shladovsky	03/30/2015	
	** Signature of Reporting Person	Date	
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).	
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
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