8-A12B 1 tm2037371-3_8a12b.htm

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-A

 

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

 

 

PLAINS GP HOLDINGS, L.P.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware 90-1005472

(State or other jurisdiction of incorporation

or organization)

(I.R.S. Employer
Identification No.)
   

333 Clay Street, Suite 1600

Houston, Texas 77002

(Address of principal executive offices and zip code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered

Name of each exchange on which

each class is to be registered

Class A shares representing limited partner interests The Nasdaq Stock Market LLC

 

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: N/A

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

 

 

 

EXPLANATORY NOTE

 

Plains GP Holdings, L.P. (the “Partnership”) is filing this Registration Statement on Form 8-A in connection with the transfer of the listing of its Class A Shares representing limited partner interests in the Partnership (“Class A Shares”) from The New York Stock Exchange (the “NYSE”) to The Nasdaq Global Select Market of The Nasdaq Stock Market LLC (“Nasdaq”). The Partnership expects the listing and trading of its Class A Shares on the NYSE to cease at the close of trading on December 11, 2020 and that trading of its Class A Shares will commence on Nasdaq on the next trading day, December 14, 2020.

 

Item 1.Description of Registrant’s Securities to be Registered.

 

The description of the Class A Shares set forth in Exhibit 4.17 to the Partnership’s Annual Report on Form 10-K (Registration No. 001-36132), filed with the Securities and Exchange Commission on February 27, 2020, and as amended from time to time by the Partnership, is incorporated herein by reference, except that any reference to the New York Stock Exchange is hereby amended to refer to The NASDAQ Stock Market.

 

Item 2.Exhibits.

 

Pursuant to the Instructions as to Exhibits for this registration statement on Form 8-A, no exhibits are required to be filed because no other securities of the Company are registered on Nasdaq and the securities registered hereby are not being registered pursuant to Section 12(g) of the Exchange Act.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  PLAINS GP HOLDINGS, L.P.
  By: PAA GP Holdings LLC, its general partner

 

Date: December 11, 2020 By: /s/ Richard McGee
    Richard McGee
    Executive Vice President