SEC Form 4 · accession 0001237769-16-000033
PLAINS ALL AMERICAN PIPELINE LP · PAA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John T Raymond
Director
Period of report
Jan 12, 2016
Accepted (ET)
Jan 14, 2016 · 8:37 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 | 17,492,711 | A | — | — | Common Units | 17,492,711 | 17,492,711 | I |
Explanation of responses
- F1On January 12, 2016, the Issuer entered into a Series A Preferred Unit Purchase Agreement with EMG Fund IV PAA Holdings, LLC 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.
- F3The Reporting Person indirectly owns the Preferred Units through his ownership of EMG Fund IV PAA Holdings, LLC ("EMG"). The Reporting Person is the sole member of EMG Fund IV Management, LLC, the general partner of EMG Fund IV Management, LP, which is the manager of EMG, and therefore he may be deemed to be the beneficial owner of the interests held by EMG. The Reporting Person disclaims beneficial ownership of the securities held by EMG except to the extent of his pecuniary interest therein, which interest is a significant pecuniary interest.