SC 13G 1 2021020513gapagp.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G*

(Rule 13d-102)

INFORMATION TO BE INCLUDED

IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND

(d) AND AMENDMENTS THERETO

FILED PURSUANT TO RULE 13d-2

AMENDMENT NO. FOUR*

Plains GP Holdings, L.P.

(Name of Issuer)

Class A Shares Representing Limited Partner Interests

(Title of Class of Securities)

72651A207

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[x] Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ 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).

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Tortoise Capital Advisors, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)[x]
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
			13,586,265 (See Item 4)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			13,973,270 (See Item 4)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,973,270

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Tortoise MLP & Pipeline Fund

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)[x]
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
			11,072,508 (See Item 4)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			11,072,508 (See Item 4)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,072,508 (See Item 4)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IV

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, TX 77002

Item 2(a).

Name of Person Filing:

This 13G is being jointly filed by Tortoise Capital Advisors, L.L.C., a Delaware limited liability company ("TCA"), and Tortoise MLP & Pipeline Fund, a series of Managed Portfolio Series, a Delaware statutory trust ("TORIX").

TCA and TORIX have entered into an Agreement Regarding Joint Filing of 13G dated February 12, 2021 (the "Agreement") pursuant to which TCA and TORIX have agreed to file this 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended (the "Act"). A copy of the Agreement is attached hereto as Exhibit A.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The principal business address of TCA is 5100 W. 115th Place Leawood, Kansas 66211 and the principal business address of Managed Portfolio Series, the trust of which TORIX is a series, is 615 East Michigan Street, Milwaukee, Wisconsin 53202.

Item 2(c).

Citizenship:

TCA is a Delaware limited liability company and TORIX is a series of Managed Portolio Series, a Delaware statutory trust.

Item 2(d).

Title of Class of Securities:

Class A Shares Representing Limited Partner Interests

Item 2(e).

CUSIP Number:

72651A207

Item 3.

If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or

240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

TCA is an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) and TORIX is an investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

Item 4.

Ownership.

TCA acts as an investment advisor to certain investment companies registered under the Investment Company Act of 1940, including TORIX. TCA, by virtue of investment advisory agreements with these investment companies, has all investment and voting power over securities owned of record by these investment companies. However, despite their delegation of investment and voting power to TCA, these investment companies may be deemed to be the beneficial owner under Rule 13d-3 of the Act, of the securities they own of record because they have the right to acquire investment and voting power through termination of their investment advisory agreement with TCA. Thus, TCA has reported that it shares voting power and dispositive power over the securities owned of record by these investment companies, and TORIX has reported that it shares voting power and dispositive power over the securities owned of record by it. TCA also acts as an investment advisor to certain managed accounts. Under contractual agreements with these managed account clients, TCA has voting and/or investment power. TCA has reported that it shares voting and/or investment power over the securities held by these client managed accounts despite a delegation of voting and/or investment power to TCA because the clients have the right to acquire voting and/or investment power through termination of their agreements with TCA. TCA may be deemed the beneficial owner of the securities covered by this statement under Rule 13d-3 of the Act.

A. Tortoise Capital Advisors, L.L.C.

(a)

Amount beneficially owned:

13,973,270

(b)

Percent of class:

7.6%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

(ii)

Shared power to vote or to direct the vote:

13,586,265

(iii)

Sole power to dispose or to direct the disposition of:

(iv)

Shared power to dispose or to direct the disposition of:

13,973,270

B. Tortoise MLP & Pipeline Fund

(a)

Amount beneficially owned:

11,072,508

(b)

Percent of class:

6.0%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

(ii)

Shared power to vote or to direct the vote:

11,072,508

(iii)

Sole power to dispose or to direct the disposition of:

(iv)

Shared power to dispose or to direct the disposition of:

11,072,508

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

The investment companies and the managed accounts discussed in Item 4 above have the right to receive all dividends from, and the proceeds from the sale of, the securities held in their respective accounts. Except for TORIX, the interest of any one such person does not exceed 5% of the class of securities.

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.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certification.

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.

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.

Dated: February 12, 2021

	TORTOISE CAPITAL ADVISORS, L.L.C.

	By:	/s/ Diane Bono
		Name: Diane Bono
		Title: Chief Compliance Officer and Managing Director

	TORTOISE MLP & PIPELINE FUND, A SERIES OF MANAGED PORTFOLIO SERIES BY TORTOISE CAPITAL ADVISORS, L.L.C. AS ADVISOR TO THE FUND

	By:	/s/ Diane Bono
		Name: Diane Bono
		Title: Chief Compliance Officer and Managing Director

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Units Representing Limited Partner Interests of Plains GP Holdings, L.P., and further agree that this agreement be included as an exhibit to such filings.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this xx day of February 12, 2021.

	TORTOISE CAPITAL ADVISORS, L.L.C.

	By:	/s/ Diane Bono
		Name: Diane Bono
		Title: Chief Compliance Officer and Managing Director

	TORTOISE MLP & PIPELINE FUND, A SERIES OF MANAGED PORTFOLIO SERIES BY TORTOISE CAPITAL ADVISORS, L.L.C. AS ADVISOR TO THE FUND

	By:	/s/ Diane Bono
		Name: Diane Bono
		Title: Chief Compliance Officer and Managing Director

SEC Form SC 13G filed