SEC Form SC 13G/A filed by Plains Group Holdings, L.P. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. 1 )*
| Plains GP Holdings, L.P. |
| (Name of Issuer) |
| Limited Partnership Interests |
| (Title of Class of Securities) |
| 72651A207 |
| (CUSIP Number) |
| December 31, 2022 |
| (Date of Event Which Requires Filing of the Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| x | Rule 13d-1(b) |
| o | Rule 13d-1(c) |
| o | 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 | 13G | Page 2 of 10 Pages |
| 1. | NAME OF REPORTING PERSONS |
| Energy Income Partners, LLC | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (see instructions) | |
| (a) o | |
| (b) o | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
||
| 5. | SOLE VOTING POWER | |
| 0 | ||
| 6. | SHARED VOTING POWER | |
| 10,874,422 | ||
| 7. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8. | SHARED DISPOSITIVE POWER | |
| 10,874,422 | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 10,874,422 | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| (SEE INSTRUCTIONS) | |
| ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 5.6% | |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IA | |
| Cusip No. 72651A207 | 13G | Page 3 of 10 Pages |
| 1. | NAME OF REPORTING PERSONS |
| James J. Murchie | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (see instructions) | |
| (a) o | |
| (b) o | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| USA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
||
| 5. | SOLE VOTING POWER | |
| 0 | ||
| 6. | SHARED VOTING POWER | |
| 10,874,422 | ||
| 7. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8. | SHARED DISPOSITIVE POWER | |
| 10,874,422 | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 10,874,422 | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| (SEE INSTRUCTIONS) | |
| ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 5.6% | |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| HC | |
| Cusip No. 72651A207 | 13G | Page 4 of 10 Pages |
| 1. | NAME OF REPORTING PERSONS |
| Eva Pao | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (see instructions) | |
| (a) o | |
| (b) o | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| USA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
||
| 5. | SOLE VOTING POWER | |
| 0 | ||
| 6. | SHARED VOTING POWER | |
| 10,874,422 | ||
| 7. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8. | SHARED DISPOSITIVE POWER | |
| 10,874,422 | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 10,874,422 | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| (SEE INSTRUCTIONS) | |
| ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 5.6% | |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| HC | |
| Cusip No. 72651A207 | 13G | Page 5 of 10 Pages |
| 1. | NAME OF REPORTING PERSONS |
| Saul Ballesteros | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (see instructions) | |
| (a) o | |
| (b) o | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| USA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
||
| 5. | SOLE VOTING POWER | |
| 0 | ||
| 6. | SHARED VOTING POWER | |
| 10,874,422 | ||
| 7. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8. | SHARED DISPOSITIVE POWER | |
| 10,874,422 | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 10,874,422 | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| (SEE INSTRUCTIONS) | |
| ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 5.6% | |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| HC | |
| Cusip No. 72651A207 | 13G | Page 6 of 10 Pages |
| 1. | NAME OF REPORTING PERSONS |
| John K. Tysseland | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (see instructions) | |
| (a) o | |
| (b) o | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| USA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
||
| 5. | SOLE VOTING POWER | |
| 0 | ||
| 6. | SHARED VOTING POWER | |
| 10,874,422 | ||
| 7. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8. | SHARED DISPOSITIVE POWER | |
| 10,874,422 | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 10,874,422 | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| (SEE INSTRUCTIONS) | |
| ¨ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 5.6% | |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| HC | |
| Cusip No. 72651A207 | 13G | Page 7 of 10 Pages |
| Item 1(a). | Name of Issuer: |
Plains GP Holdings, L.P.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
| 333 Clay Street, Suite 1600 | |
| Houston, Texas 77002 |
| Item 2(a). | Name of Person Filing: |
| (i) | Energy Income Partners, LLC | |
| (ii) | James Murchie | |
| (iii) | Eva Pao | |
| (iv) | Saul Ballesteros | |
| (v) | John Tysseland |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
10 Wright Street
Westport, Connecticut 06880
| Item 2(c). | Citizenship: |
| (i) | Energy Income Partners, LLC is a Delaware limited liability company | |
| (ii) | James Murchie is a citizen of the United States of America | |
| (iii) | Eva Pao is a citizen of the United States of America | |
| (iv) | Saul Ballesteros is a citizen of the United States of America | |
| (v) | John Tysseland is a citizen of the United States of America |
| Item 2(d). | Title of Class of Securities: |
Limited Partnership Interests
| Item 2(e). | CUSIP Number: |
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: |
| (a) | o | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | o | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | o | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | o | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | x | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | |
| (j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |
| (k) | o | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
| Cusip No. 72651A207 | 13G | Page 8 of 10 Pages |
| Item 4. | Ownership: |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
This Schedule 13G is being filed on behalf of (i) Energy Income Partners, LLC, a Delaware limited liability company; (ii) James J. Murchie; (iii) Eva Pao; (iv) Saul Ballesteros; and (v) John K. Tysseland.
Ownership as of December 31, 2022, is incorporated by reference to items (5) - (9) and (11) of each of the cover pages of the Reporting Persons.
James J. Murchie, Eva Pao and John Tysseland are the Portfolio Managers with respect to portfolios managed by Energy Income Partners, LLC. Saul Ballesteros is a control person of Energy Income Partners, LLC.
| Item 5. | Ownership of Five Percent or Less of a Class: |
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 five percent of the class of securities, check the following: ¨
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group: |
| (i) | Energy Income Partners, LLC | |
| (ii) | James Murchie | |
| (iii) | Eva Pao | |
| (iv) | Saul Ballesteros; and | |
| (v) | John K. Tysseland |
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
| Item 10. | Certifications: |
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.
| Cusip No. 72651A207 | 13G | Page 9 of 10 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.
| Date: | February 14, 2023 | ||
| By: | /s/ Nandita Hogan | ||
| Name: | Nandita Hogan | ||
| Title: | Chief Compliance Officer, Energy Income Partners, LLC |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, Provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(see 18 U.S.C. 1001).
EXHIBIT 1
AGREEMENT OF JOINT FILING
Energy Income Partners, LLC, James J. Murchie, Eva Pao, Saul Ballesteros and John K. Tysseland hereby agree that the Statement on Schedule 13G to which this agreement is attached as an exhibit as well as all future amendments to such Statement, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended.
Dated: February 9, 2023
| By: | /s/ James J. Murchie | ||
| Energy Income Partners, LLC | |||
| Title: | Chief Executive Officer | ||
| By: | /s/ Eva Pao | ||
| Name: | Eva Pao | ||
| Title: | Partner | ||
| By: | /s/ Saul Ballesteros | ||
| Name: | Saul Ballesteros | ||
| Title: | Head Trader | ||
| By: | /s/ John K. Tysseland | ||
| Name: | John K. Tysseland | ||
| Title: | Portfolio Manager | ||