Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  KAFU HOLDINGS, L.P.
 2. Date of Event Requiring Statement (Month/Day/Year)
10/21/2013		 3. Issuer Name and Ticker or Trading Symbol
PLAINS GP HOLDINGS LP [PAGP]
(Last)
(First)
(Middle)
1800 AVENUE OF THE STARS, 3RD FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LOS ANGELES, CA 77002		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
See footnotes (1) (2)   (1)   (1) Class A Shares 104,654,119 $ (1) D (1) (2)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KAFU HOLDINGS, L.P.
1800 AVENUE OF THE STARS
3RD FLOOR
LOS ANGELES, CA 77002		   X      
KAFU Holdings II, L.P.
1800 AVENUE OF THE STARS
3RD FLOOR
LOS ANGELES, CA 90067		   X      
KAYNE ANDERSON CAPITAL ADVISORS LP
1800 AVENUE OF THE STARS
3RD FLOOR
LOS ANGELES, CA 90067		   X      

Signatures

David Shladovsky 10/25/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) KAFU Holdings, L.P. and KAFU Holdings II, L.P. (collectively "KAFU") hold 104,654,119 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 KAFU, 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) Kayne Anderson Capital Advisors, L.P. ("KACALP") is the manager of the general partner of 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.
 
Remarks:
Robert V. Sinnott is the Chief Executive Officer of KACALP and the portfolio manager of KAFU. Mr. Sinnott also serves as the representative of KAFU on the board of directors of the general partner of the Issuer. As a result, KAFU and KACALP may each be deemed a director of the Issuer by deputization.

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