Amended Statement of Ownership (sc 13g/a)
04 Februar 2022 - 10:02PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Plains GP Holdings, L.P.
(Name of Issuer)
Class A Shares
(Title of Class of Securities)
72651A207
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☒ |
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Rule 13d-1(b) |
☐ |
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Rule 13d-1(c) |
☐ |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 72651A207 |
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Page 2 of 6 Pages |
1
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NAMES OF REPORTING PERSONS
Chickasaw Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
9,299,392
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
9,299,392
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 9,299,392*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%**
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12
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TYPE OF REPORTING PERSON
IA
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*See Item 4 of this Schedule 13G.
** Based on 194,142,415 Class A Shares issued and outstanding as
of October 29, 2021, as reported on Issuer’s Quarterly
Report on Form 10-Q filed on November 8, 2021.
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CUSIP No. 72651A207 |
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Page 3 of 6 Pages |
Item 1. |
(a) |
Name of Issuer: |
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Plains GP Holdings, L.P. |
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(b) |
Address of Issuer’s Principal Executive Offices: |
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333 Clay Street, Suite 1600, Houston, Texas 77002 |
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Item 2. |
(a) |
Name of Person Filing: |
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Chickasaw Capital Management, LLC |
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(b) |
Address of Principal Business Offices or, if none, Residence: |
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6075 Poplar Ave., Suite 720, Memphis, TN 38119 |
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(c) |
Citizenship: |
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Delaware, United States |
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(d) |
Title of Class of Securities: |
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Class A Shares |
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(e) |
CUSIP Number: |
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72651A207 |
Item 3. |
If this Statement is filed pursuant to
§§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a: |
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(a) |
☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o) |
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(b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c) |
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(c) |
☐ |
Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c) |
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(d) |
☐ |
Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8) |
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(e) |
☒ |
An investment adviser in accordance with
§ 240.13d-1(b)(1)(ii)(E) |
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(f) |
☐ |
An employee benefit plan or endowment fund in accordance with
§ 240.13d‑1(b)(1)(ii)(F) |
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(g) |
☐ |
A parent holding company or control person in accordance with
§ 240.13d‑1(b)(ii)(G) |
CUSIP No. 72651A207 |
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Page 4 of 6 Pages |
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(h) |
☐ |
A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813) |
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(i) |
☐ |
A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3) |
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(j) |
☐ |
A non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J) |
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(k) |
☐ |
Group, in accordance with § 240.13d‑1(b)(1)(ii)(K) |
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If filing as a non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
_______________ |
Item 4. |
Ownership. |
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The information in items 1 and 5-11 on the cover pages of this
Schedule 13G is hereby incorporated by reference. |
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Chickasaw Capital Management, LLC is a registered investment
adviser which furnishes investment advice to individual clients by
exercising trading authority over securities held in accounts on
behalf of such clients (collectively, the “portfolios”). In its
role as an investment adviser to the portfolios, Chickasaw Capital
Management, LLC has sole dispositive power over the portfolios and,
as a result, may be deemed to be the beneficial owner of the
securities of the Issuer held by such portfolios. However,
Chickasaw Capital Management, LLC does not have the right to
receive any dividends from, or the proceeds from the sale of, the
securities held in such portfolios and disclaims any ownership
associated with such rights. In addition, the filing of this
Schedule 13G shall not be construed as an admission that Chickasaw
Capital Management, LLC is the beneficial owner of any securities
covered by this Schedule 13G for any other purposes than Section
13(d) of the Securities Exchange Act of 1934. |
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Item 5. |
Ownership of 5 Percent or Less of a Class. |
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If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following ☒. |
CUSIP No. 72651A207 |
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Page 5 of 6 Pages |
Item 6. |
Ownership of More than 5 Percent on Behalf of Another
Person. |
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Each advisory client of Chickasaw Capital Management, LLC who owns
securities of the Issuer in their portfolio has the right to
receive dividends from, or the proceeds from the sale of, such
securities held in that client’s portfolio. |
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Item 7. |
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person. |
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N/A |
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Item 8. |
Identification and Classification of Members of the
Group. |
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N/A |
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Item 9. |
Notice of Dissolution of Group. |
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N/A |
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Item 10. |
Certifications. |
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By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under §
240.14a-11. |
CUSIP No. 72651A207 |
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Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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Chickasaw Capital Management, LLC |
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February 4, 2022 |
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Date |
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/s/ Andrew E.
Garrett |
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Signature |
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Andrew E. Garrett,
General Counsel |
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Name/Title |
Plains GP (NYSE:PAGP)
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