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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(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)
03/03/2005

(Street)

NEW YORK, NY 10019

4. If Amendment, Date Original Filed(Month/Day/Year)
03/08/2005

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.
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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⁾

03/03/2005

2,616,250 ⁽²⁾

⁽³⁾

⁽⁴⁾

Common Units Representing Limited Partner Interests

2,616,250

$ 31.9 ⁽⁵⁾

2,616,250 ⁽²⁾

By Pacific Energy GP, LLC ⁽⁶⁾

Subordinated Units Representing Limited Partner Interests

⁽¹⁾

03/03/2005

2,616,250 ⁽²⁾

⁽⁷⁾

⁽⁴⁾

Common Units Representing Limited Partner Interests

2,616,250

$ 30.26 ⁽⁵⁾

2,616,250 ⁽²⁾

By Pacific Energy GP, LLC ⁽⁶⁾

Subordinated Units Representing Limited Partner Interests

⁽¹⁾

03/03/2005

5,232,500 ⁽²⁾

⁽⁸⁾

⁽⁴⁾

Common Units Representing Limited Partner Interests

5,232,500

$ 29.27 ⁽⁵⁾

5,232,500 ⁽²⁾

By Pacific Energy GP, LLC ⁽⁶⁾

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).
LB Pacific GP, LLC 399 PARK AVENUE NINTH FLOOR NEW YORK, NY 10022				See Remark (1).
LB Pacific, LP 399 PARK AVENUE NINTH FLOOR NEW YORK, NY 10022				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 LB Pacific GP, LLC		06/06/2006
^**Signature of Reporting Person		Date
Ashvin Rao, Authorized Signatory of LB Pacific Energy GP, LLC, general partner of LB Pacific LP		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)	The transaction reported is the indirect acquisition of the Subordinated Units by virtue of the acquisition by LB Pacific, LP of 100% of the equity interests in Pacific Energy GP, LLC, the general partner of the Issuer.
(3)	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.
(4)	None.
(5)	The allocation of a portion of the aggregate purchase price for the equity interests in Pacific Energy GP, LLC to the Subordinated Units was determined by agreement of the parties based on relative fair market values.
(6)	The Subordinated Units are held by Pacific Energy GP, LLC, the general partner of the Issuer. LB Pacific, LP owns 100% of the equity interests in Pacific Energy GP, LLC. The Subordinated units may be deemed to be beneficially owned by each of LB Pacific GP, LLC, LB I Group, Inc., Lehman Brothers Holdings Inc. and Lehman Brothers Inc. LB Pacific GP, LLC disclaims beneficial ownership of the Subordinated Units except to the extent of its pecuniary interest therein. See Remark (1).
(7)	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.
(8)	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.
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., to revise the portion of the aggregate purchase price for the equity interests in Pacific Energy GP, LLC attributable to each Subordinated Unit, and to revise the Explanation of Responses and Remarks. This report is filed jointly by Lehman Brothers Holdings Inc., Lehman Brothers Inc., LB I Group Inc., LB Pacific, LP and its general partner, LB Pacific GP, LLC. This Form 4 is reporting the indirect acquisition of the subordinated units representing limited partner interests in the Issuer by virtue of the acquisition of the equity interests of Pacific Energy GP, LLC by LB Pacific, LP. Subsequent to that transaction, Pacific Energy GP, LLC distributed the subordinated units to LB Pacific, LP and Pacific Energy GP, LLC was converted into a limited partnership called Pacific Energy GP, LP. The reporting persons may be deemed to be directors of the Issuer by virtue of LB Pacific LP's ownership of 100% of the equity interests in the general partner of the Issuer acquired on March 3, 2005, as reported in this Form 4, but such status is not acknowledged. Lehman Brothers Holdings Inc. owns 100% of the equity interests in Lehman Brothers Inc., which owns 100% of the equity interests in LB I Group Inc., which, following the transaction reported herein, owns, directly or indirectly, 100% of the equity interests in each of LB Pacific GP, LLC and LB Pacific LP. LB Pacific GP, LLC owns a 0.1% general partner interest in LB Pacific LP. LB Pacific LP indirectly owns all of the 2% general partner interest in the Issuer and directly all of the subordinated units representing limited partner interests in the Issuer. LB Pacific GP, LLC disclaims beneficial ownership of the Subordinated Units except to the extent of its pecuniary interest therein.

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