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Filing Details

Accession Number:: 0001104659-19-032152
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-05-28 21:40:18
Reporting Period:: 2019-05-23

Accepted Time:: 2019-05-28 21:40:18
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1070423	Plains All American Pipeline Lp	PAA	Pipe Lines (No Natural Gas) (4610)	760582150

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1186173	T John Raymond	2229 San Felipe Street, Suite 1300 Houston TX 77019		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units	Acquisiton	2019-05-23	4,013,478	$0.00	4,013,478	No	4	J	Indirect	See Footnote
Common Units	Disposition	2019-05-23	4,013,478	$0.00	0	No	4	J	Indirect	See Footnote
Common Units	Acquisiton	2019-05-28	8,179,284	$0.00	8,179,284	No	4	J	Indirect	See Footnote
Common Units	Disposition	2019-05-28	8,179,284	$23.10	0	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	S	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Units	Class B Shares/Class A Units/GP Units	Acquisiton	2019-05-23	8,275,520	$0.00	8,275,520	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
8,275,520			No	4	J	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Units	1,599,616	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Units	Class B Shares/Class A Units/GP Units	$0.00			3,183,216	3,183,216	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	3,183,216	3,183,216	Indirect

Footnotes

On May 23, 2019, pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), EMG Investment, LLC ("EMG") redeemed 4,013,478 Class A Units in AAP ("Class A Units") for common units ("Common Units") of Plains All American Pipeline, L.P. held by AAP on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares ("Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units ("GP Units") in PAA GP Holdings LLC to PAGP (the "Redemption Right"). Immediately following such redemption, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, the Common Units received in such redemption. Each member receiving such Common Units is bound by a lock-up, which restricts the sale of such Common Units (i) in any amount prior to the 61st day following the date of redemption,
(ii) in an amount exceeding 1/3 of the Common Units distributed to such Member prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units distributed to such Member prior to the 181st day following the date of redemption.
On May 28, 2019, EMG requested redemption of 8,179,284 Class A Units in exchange for Common Units on a one-for-one basis pursuant to its Redemption Right. EMG has agreed to sell the Common Units it will receive pursuant to such request for redemption in multiple transactions exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $23.10 per Common Unit. Following the completion of such sales, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.
Beneficial ownership of the Common Units referred to herein is being reported hereunder solely because the Reporting Person may be deemed to beneficially own such Common Units as a result of his status as the Chief Executive Officer of the designated manager of EMG. The Reporting Person disclaims beneficial ownership of the securities held by EMG except to the extent of his pecuniary interest therein.
The Reporting Person acquired bundled interests comprising the Class A Units, Class B Shares and GP Units reported herein upon the distribution thereof by EMG, of which the Reporting Person is a member, on a pro rata basis based on the Reporting Person's ownership interest in EMG. Pursuant to the limited partnership agreement of AAP, the Reporting Person will have a Redemption Right with respect to such bundled interests. The Reporting Person is bound by a lock-up, which restricts the sale of Common Units or Class A shares ("PAGP Class A Shares") of PAGP into which such bundled interests are convertible (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to the Reporting Person are convertible prior to the 121st day following the date of redemption, and
(iii) in an amount exceeding 2/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to the Reporting Person are convertible prior to the 181st day following the date of redemption.
Pursuant to the limited partnership agreement of AAP, the Reporting Person has a Redemption Right with respect to the Class A Units, Class B Shares and GP Units referred to herein. Beneficial ownership of the Class A Units, Class B Shares and GP Units referred to herein is being reported hereunder because the Reporting Person beneficially owns such Class A Units, Class B Shares and GP Units as a result of his ownership of Lynx Holdings I, LLC.