Edgar Filing: LB I GROUP INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LEHMAN BROTHERS HOLDINGS INC

2. Issuer Name and Ticker or Trading Symbol
PACIFIC ENERGY PARTNERS LP [PPX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Remark (1).

(Last)

(First)

(Middle)

745 SEVENTH AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2005

(Street)

NEW YORK, NY 10019

4. If Amendment, Date Original Filed(Month/Day/Year)
03/23/2005

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Subordinated Units Representing Limited Partner Interests

⁽¹⁾

03/21/2005

S⁽²⁾

786,705 ⁽³⁾

⁽⁴⁾

⁽⁵⁾

Common Units Representing Limited Partner Interests

786,705

$ 29.1 ⁽⁶⁾

1,829,545 ⁽⁷⁾

By LB Pacific, LP ⁽⁸⁾

Subordinated Units Representing Limited Partner Interests

⁽¹⁾

03/21/2005

S⁽²⁾

786,705 ⁽³⁾

⁽⁹⁾

⁽⁵⁾

Common Units Representing Limited Partner Interests

786,705

$ 27.6 ⁽⁶⁾

1,829,545 ⁽⁷⁾

By LB Pacific, LP ⁽⁸⁾

Subordinated Units Representing Limited Partner Interests

⁽¹⁾

03/21/2005

S⁽²⁾

1,573,409 ⁽³⁾

⁽¹⁰⁾

⁽⁵⁾

Common Units Representing Limited Partner Interests

1,573,409

$ 26.7 ⁽⁶⁾

3,659,090 ⁽⁷⁾

By LB Pacific, LP ⁽⁸⁾

Subordinated Units Representing Limited Partner Interests

⁽¹⁾

03/21/2005⁽¹¹⁾

J⁽¹²⁾

226,864 ⁽¹³⁾

⁽⁴⁾

⁽⁵⁾

Common Units Representing Limited Partner Interests

226,864

⁽¹⁴⁾

1,829,545 ⁽¹⁵⁾

By LB Pacific, LP ⁽⁸⁾

Subordinated Units Representing Limited Partner Interests

⁽¹⁾

03/21/2005⁽¹¹⁾

J⁽¹²⁾

226,864 ⁽¹³⁾

⁽⁹⁾

⁽⁵⁾

Common Units Representing Limited Partner Interests

226,864

⁽¹⁴⁾

1,829,545 ⁽¹⁵⁾

By LB Pacific, LP ⁽⁸⁾

Subordinated Units Representing Limited Partner Interests

⁽¹⁾

03/21/2005⁽¹¹⁾

J⁽¹²⁾

453,727 ⁽¹³⁾

⁽¹⁰⁾

⁽⁵⁾

Common Units Representing Limited Partner Interests

453,727

⁽¹⁴⁾

3,659,090 ⁽¹⁶⁾

By LB Pacific, LP ⁽⁸⁾

Subordinated Units Representing Limited Partner Interests

⁽¹⁾

03/21/2005⁽¹¹⁾

J⁽¹²⁾

226,864 ⁽¹³⁾

⁽⁴⁾

⁽⁵⁾

Common Units Representing Limited Partner Interests

226,864

⁽¹⁴⁾

1,829,545 ⁽¹⁵⁾

By LB Pacific, LP ⁽⁸⁾

Subordinated Units Representing Limited Partner Interests

⁽¹⁾

03/21/2005⁽¹¹⁾

J⁽¹²⁾

226,864 ⁽¹³⁾

⁽⁹⁾

⁽⁵⁾

Common Units Representing Limited Partner Interests

226,864

⁽¹⁴⁾

1,829,545 ⁽¹⁵⁾

By LB Pacific, LP ⁽⁸⁾

Subordinated Units Representing Limited Partner Interests

⁽¹⁾

03/21/2005⁽¹¹⁾

J⁽¹²⁾

453,727 ⁽¹³⁾

⁽¹⁰⁾

⁽⁵⁾

Common Units Representing Limited Partner Interests

453,727

⁽¹⁴⁾

3,659,090 ⁽¹⁶⁾

By LB Pacific, LP ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LEHMAN BROTHERS HOLDINGS INC 745 SEVENTH AVENUE NEW YORK, NY 10019				See Remark (1).
LEHMAN BROTHERS INC// 745 SEVENTH AVENUE NEW YORK, NY 10019				See Remark (1).
LB I GROUP INC 745 SEVENTH AVENUE NEW YORK, NY 10019				See Remark (1).
Lehman Brothers Merchant Banking Associates III LP 745 SEVENTH AVENUE NEW YORK, NY 10019				See Remark (1).
Lehman Brothers Merchant Banking Associates III LLC 745 SEVENTH AVENUE NEW YORK, NY 10019				See Remark (1).

Signatures

Ashvin Rao, Authorized Signatory of Lehman Brothers Holdings, Inc.		06/06/2006
^**Signature of Reporting Person		Date
Ashvin Rao, Authorized Signatory of Lehman Brothers, Inc.		06/06/2006
^**Signature of Reporting Person		Date
Ashvin Rao, Authorized Signatory of LB I Group Inc.		06/06/2006
^**Signature of Reporting Person		Date
Ashvin Rao, Authorized Signatory of Lehman Brothers Merchant Banking Associates III L.L.C.		06/06/2006
^**Signature of Reporting Person		Date
Ashvin Rao, Authorized Signatory of Lehman Brothers Merchant Banking Associates III L.L.C., general partner of Lehman Brothers Merchant Banking Associates III, L.P.		06/06/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	1-for-1
(2)	On March 21, 2005, LB I Group Inc. sold approximately 30.1% of the ownership interest in each of LB Pacific GP, LLC and LB Pacific LP to a third party. The transaction reported is the indirect disposition by LB I Group Inc. of the Subordinated Units by virtue of the allocations of equity interests in LB Pacific GP, LLC and LP Pacific LP. The number of Subordinated Units shown as disposed of is based on applying the decrease in proportionate interest of LB I Group Inc. in LB Pacific LP, directly and indirectly through LB Pacific GP, LLC, to the number of Subordinated Units held by LB Pacific LP.
(3)	As a result of the transaction described in footnote 2, LB I Group Inc., Lehman Brothers Holdings Inc. and Lehman Brothers Inc. each may be deemed to have disposed of, indirect beneficial ownership of 786,705 Subordinated Units that are convertible on or after June 30, 2005, 786,705 Subordinated Units that are convertible on or after June 30, 2006, and 1,573,409 Subordinated Units that are convertible on or after June 30, 2007.
(4)	These Subordinated Units are convertible into Common Units of the Issuer immediately after the distribution of available cash to partners in respect of any quarter ending on or after June 30, 2005, assuming certain financial tests in the Issuer's partnership agreement have been satisfied.
(5)	None.
(6)	The allocation of a portion of the aggregate purchase price for the equity interests in LB Pacific LP and LB Pacific GP, LLC to the Subordinated Units was determined based on fair market values.
(7)	Each of Lehman Brothers Inc., LB I Group Inc. and Lehman Brothers Holdings Inc. may be deemed to beneficially own all of these Subordinated Units, each of which is based on the indirect proportionate interest of such reporting person, following the reported transactions, in such Subordinated Units by virtue of its direct and indirect equity interest in LB Pacific LP.
(8)	The Subordinated Units are held by LB Pacific, LP, which also owns all of the 2% general partner interest in the Issuer. The Subordinated Units may be deemed to be beneficially owned by LB I Group Inc., Lehman Brothers Holdings Inc. and Lehman Brothers Inc. However, LB Pacific GP LLC disclaims beneficial ownership of the Subordinated Units except to the extent of its pecuniary interest therein. See Remark (1). The numbers of Subordinated Units beneficially owned by the reporting persons, as reported herein, is based on the reporting person's indirect proportionate interest, following the transactions reported herein, in the Subordinated Units held by LB Pacific LP.
(9)	These Subordinated Units are convertible into Common Units of the Issuer immediately after the distribution of available cash to partners in respect of any quarter ending on or after June 30, 2006, assuming certain financial tests in the Issuer's partnership agreement have been satisfied.
(10)	These Subordinated Units are convertible into Common Units of the Issuer immediately after the distribution of available cash to partners in respect of any quarter ending on or after June 30, 2007, assuming certain financial tests in the Issuer's partnership agreement have been satisfied.
(11)	The transaction date shown is the date on which the allocations to funds managed by the fund manager reporting persons as described in footnote 12 were closed. The effect of the allocations is that the investment funds acquired directly beneficial ownership of limited partnership interests in LB Pacific, LP and membership interests in LB Pacific GP, LLC, and indirectly beneficial ownership of the Subordinated Units, on a basis economically equivalent to a purchase on March 3, 2005 at the same price paid by LB I Group Inc. on March 3, 2005 for the interests in LB Pacific, LP and LB Pacific GP, LLC. Accordingly, the purchasing funds separately compensated LB I Group Inc. for the financing costs attributable to the time period between March 3, 2005 and the applicable transaction date.
(12)	On March 21, 2005, LB I Group Inc. allocated approximately 8.7% of the ownership interest in each of LB Pacific GP, LLC and LB Pacific LP to a fund managed by Lehman Brothers Merchant Banking Associates III L.P. The transaction reported is the indirect disposition by LB I Group Inc. and the indirect acquisition by the fund of the Subordinated Units by virtue of the allocations of equity interests in LB Pacific GP, LLC and LP Pacific LP. The number of Subordinated Units shown as disposed of is based on applying the decrease in proportionate interest of LB I Group Inc. in LB Pacific LP, directly and indirectly through LB Pacific GP, LLC, to the number of Subordinated Units held by LB Pacific LP.
(13)	As a result of the transaction described in footnote 12, Lehman Brothers Merchant Banking Associates III L.P. and Lehman Brothers Merchant Banking Associates III LLC each may be deemed to have acquired, and LB I Group Inc. and Lehman Brothers Inc. each may be deemed to have disposed of, indirect beneficial ownership of 226,864 Subordinated Units that are convertible on or after June 30, 2005, 226,864 Subordinated Units that are convertible on or after June 30, 2006, and 453,727 Subordinated Units that are convertible on or after June 30, 2007.
(14)	The aggregate purchase price paid by the purchasing investment funds managed by Lehman Brothers Merchant Banking Associates III L.P. for the equity interests in LB Pacific, LP and LB Pacific GP, LLC was $15,500,000, plus $33,933 for financing costs, and an allocation of a portion of the aggregate purchase price to the Subordinated Unit based on estimates of the relative fair market values of assets results in a price of $29.10 per Subordinated Unit that is convertible on or after June 30, 2006 (or $29.13 per Unit including financing costs), $27.60 per Subordinated Unit that is convertible on or after June 30, 2006 (or $27.63 per Unit including financing costs), and $26.70 per Subordinated Unit that is convertible on or after June 30, 2007 (or $26.73 per Unit including financing costs).
(15)	Each of Lehman Brothers Inc. and LB I Group Inc. may be deemed to beneficially own 1,602,682 of these Subordinated Units; Lehman Brothers Holdings Inc. may be deemed to beneficially own all of these Subordinated Units; and Lehman Brothers Merchant Banking Associates III L.P. and Lehman Brothers Merchant Banking Associates III LLC each may each be deemed to beneficially own 226,864 of these Subordinated Units, each of which is based on the indirect proportionate interest of such reporting person, following the reported transactions, in such Subordinated Units by virtue of its direct and indirect equity interest in LB Pacific LP.
(16)	Each of Lehman Brothers Inc. and LB I Group Inc. may be deemed to beneficially own 3,205,364 of these Subordinated Units; Lehman Brothers Holdings Inc. may be deemed to beneficially own all of these Subordinated Units; and Lehman Brothers Merchant Banking Associates III L.P. and Lehman Brothers Merchant Banking Associates III LLC each may each be deemed to beneficially own 453,727 of these Subordinated Units, each of which is based on the indirect proportionate interest of such reporting person, following the reported transactions, in such Subordinated Units by virtue of its direct and indirect equity interest in LB Pacific LP.
Remarks: Remark (1) - This amendment has been filed to add the filing codes for all of the joint filers listed herein other than Lehman Brothers Holdings Inc. This report is filed jointly by Lehman Brothers Holdings Inc., Lehman Brothers Inc., LB I Group Inc., Lehman Brothers Merchant Banking Associates III, L.P. and its general patner, Lehman Brothers Merchant Banking Associates III LLC. The reporting persons may be deemed to be directors of the Issuer by virtue of their equity interest in LB Pacific LP, which owns 100% of the equity interests in the general partner of the Issuer, but such status is not acknowledged. Lehman Brothers Holdings Inc. owns (i) 100% of the equity interests in Lehman Brothers Inc., which owns 100% of the equity interests in LB I Group Inc. and (ii) 100% of the equity interests in Lehman Brothers Merchant Banking Associates III LLC, which owns 100% of Lehman Brothers Merchant Banking Associates III LP, which is the manager of a fund that owns approximately 8.7% of each of LB Pacific GP, LLC and LB Pacific, L.P. Lehman Brothers Merchant Banking Associates III L.P. is reporting in its capacity as manager of its funds. Prior to the transaction reported herein, LB I Group Inc. owned, directly or indirectly, 100% of the equity interests in each of LB Pacific GP, LLC and LB Pacific LP. Following the transaction reported herein, LB I Group Inc. owns, directly or indirectly, approximately 61.3% of the equity interests in each of LB Pacific GP, LLC and LB Pacific LP. LB Pacific GP LLC owns a 0.1% interest in LB Pacific LP. LB Pacific LP owns indirectly all of the 2% general partner interest in the Issuer and directly all of the subordinated units representing limited partner interests in the Issuer. Each reporting person disclaims benenficial ownership of the Subordinated Units except to the extent of its pecuniary interest therein.

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