SEC Form 4 · accession 0000899243-16-011727
PLAINS ALL AMERICAN PIPELINE LP · PAA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary R Petersen
Director
Period of report
Jan 12, 2016
Accepted (ET)
Jan 14, 2016 · 8:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001070423
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred UnitsF3,F1,F2 | — | Jan 12, 2016 | P | 10,884,354 | A | — | — | Common Units | 10,884,354 | 10,884,354 | I |
| Series A Convertible Preferred UnitsF4,F1,F2 | — | Jan 12, 2016 | P | 10,884,354 | A | — | — | Common Units | 10,884,354 | 21,768,708 | I |
Explanation of responses
- F1On January 12, 2016, the Issuer entered into a Series A Preferred Unit Purchase Agreement with EnCap Energy Capital Fund X, L.P. ("EnCap Fund X") and EnCap Flatrock Midstream Fund III, L.P. ("EFM III") and the other purchasers party thereto (the "Purchasers"), whereby the Purchasers agreed to purchase Series A Convertible Preferred Units representing limited partner interests in the Issuer (the "Preferred Units"). The Preferred Units will be issued upon closing, which is expected to occur on January 28, 2016. The Preferred Units are convertible on a one-for-one basis (subject to customary anti-dilution adjustments) (i) by the holders of such Preferred Units after the second anniversary of the issue date, and (ii) by the Issuer after the third anniversary of the issue date.
- F2The Preferred Units are perpetual in nature and have no expiration date.
- F3These securities are directly held by EnCap Fund X. Gary R. Petersen may be deemed the beneficial owner of securities held by EnCap Fund X by virtue of being a member of EnCap Partners, LLC, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C., the general partner of EnCap Investments L.P., the general partner of EnCap Equity Fund X GP, L.P., the general partner of EnCap Fund X. Mr. Petersen disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.
- F4These securities are directly held by EFM III. Gary R. Petersen may be deemed the beneficial owner of securities held by EFM III by virtue of being a member of EnCap Partners, LLC, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C., the general partner of EnCap Investments L.P., a member of EnCap Flatrock Midstream Fund III General Partner, LLC, the general partner of EnCap Flatrock Midstream Fund III GP, L.P., the general partner of EFM III. Mr. Petersen disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.