SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FIRST RESERVE GP X INC (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PACIFIC ENERGY PARTNERS LP [ PPX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) X Other (specify below) See Remarks (1), (2), below
	3. Date of Earliest Transaction (Month/Day/Year) 11/15/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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
Common Units Representing Limited Partner Interests	11/15/2006		S		5,232,500 ( 1 ) ( 2 )	D	( 1 )	0	I	See Remark (1), Below

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Subordinated Units Representing Limited Partner Interests	( 3 )	11/15/2006		S			5,232,500 ( 1 ) ( 2 )	( 4 )	( 5 )	Common Units Representing Limited Partner Interests	5,232,500 ( 1 ) ( 2 )	( 1 )	0	I	See Remark (1), below

1. Name and Address of Reporting Person* FIRST RESERVE GP X INC (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip)

1. Name and Address of Reporting Person* FIRST RESERVE GP X LP (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip)

1. Name and Address of Reporting Person* First Reserve Pacific Holdings AIV, L.P. (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is being filed in connection with the sale of 100% of LB Pacific, LP's interest in the Issuer pursuant to the terms of the Purchase Agreement dated June 11, 2006, between Plains All American Pipeline L.P. ("PAA") and LB Pacific, LP (the "PAA Purchase Agreement"), which sale closed on November 15, 2006. Pursuant to the PAA Purchase Agreement, PAA purchased from LB Pacific, LP (i) 5,232,500 common units of the Issuer, and (ii) 5,232,500 subordinated units of the Issuer for an aggregate purchase price of $700 million in cash.

2. Each Reporting Person has elected to report on an aggregate basis all of the common units and subordinated units sold by LB Pacific, LP to PAA pursuant to the PAA Purchase Agreement. Each Reporting Person disclaims the sale or beneficial ownership of any such common units or subordinated units except to the extent of its pecuniary interest therein.

3. 1-for-1.

4. These subordinated units were convertible into common units of the Issuer (pursuant to their terms as set forth in the Issuer's partnership agreement) following the Issuer's distribution of available cash to its partners in respect of the quarter ending on June 30, 2007.

5. None.

Remarks:

(1) First Reserve GP X, Inc. ("First Reserve") is the general partner of First Reserve GP X, L.P. ("GP X"). GP X is the general partner of First Reserve Pacific Holdings AIV, L.P. ("Holdings LP"). Holdings LP directly owns a 40.94% limited partner interest in LB Pacific, LP ("LB LP") and a 40.98% membership interest in LB Pacific GP, LLC ("LB LLC"). The common units and subordinated units reported herein were directly owned by LB LP. LB LLC is the sole general partner of LB LP. LB LP is the sole limited partner of Pacific Energy GP, LP, which is the sole general partner of the Issuer. LB LP is also the sole owner of Pacific Energy Management, LLC, which is the sole general partner of Pacific Energy GP, LP. GP X and Holdings LP are controlled by First Reserve. GP X and Holdings LP are collectively referred to herein as the "First Reserve Entities." (2) The Reporting Persons have included the designation of "Director" in order to satisfy potential filing obligations in the event any such Reporting Persons are deemed to be a director of the Issuer by deputization.

	Anne E. Gold, Secretary of First Reserve GP X, Inc., is signing on its behalf as the designated filer, and on behalf of the First Reserve Entities as defined in Remark (1), above.	11/17/2006
	Anne E. Gold, In the Capacity Described Above.	11/17/2006
	Anne E. Gold, In the Capacity Described Above.	11/17/2006
	** Signature of Reporting Person	Date
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