SEC Form 4 · accession 0001304186-17-000018
PLAINS ALL AMERICAN PIPELINE LP · PAA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
KAFU HOLDINGS, L.P.
Director · Other
KAFU Holdings II, L.P.
Director · Other
KAFU Holdings (QP), L.P.
Director · Other
Period of report
Nov 30, 2017
Accepted (ET)
Dec 4, 2017 · 5:53 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001070423
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Nov 30, 2017 | A | 1,864,218 | $0.00 | A | 1,864,218 | I | See footnotes |
| Common StockF1,F2,F3 | Nov 30, 2017 | J | 1,864,218 | $0.00 | D | 0 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Shares/Class A Units/GP UnitsF4,F1,F2 | $0.00 | Nov 30, 2017 | M | 1,864,218 | D | — | — | Common Units | 1,864,218 | 19,140,963 | I |
Explanation of responses
- F1The Eighth Amended and Restated limited partnership agreement of Plains AAP, L.P. ("AAP") provides that each limited partner holding Class A Units will have the right, subject to certain limitations, to redeem its Class A Units for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering Class A Units to AAP with the associated Class B Shares in Plains GP Holdings, L.P. ("PAGP") and GP Units in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). The Redemption Right does not expire. On November 30, 2017, KAFU Holdings, L.P., KAFU Holdings II, L.P. and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 1,864,218 Class A Units.
- F2KAFU Holdings (QP), L.P., KAFU Holdings, L.P. and KAFU Holdings II, L.P. (collectively, "KAFU") own an equivalent number of Class A Units, Class B Shares and GP Units. KACALP is the manager of the general partner of KAFU and may be deemed to beneficially own the Class A Units, Class B Shares and GP Units held by KAFU.
- F3The reported transactions involve an in-kind distribution to redeeming limited partners of KAFU Holdings (QP), L.P., KAFU Holdings II, L.P. and KAFU Holdings, L.P.
- F4In a simultaneous transaction, KAFU exercised the exchange right provided for in the limited partnership agreement of AAP pursuant to which 44,481 Class A Units, Class B Shares and GP Units were exchanged for a like number of PAGP Class A Shares. The number of derivative securities owned reflects both the redemption transaction reported herein and the simultaneous exchange transaction.
Remarks
Bob Sinnott is a director of the managing general partner of the Issuer. Based on the relationship of Mr. Sinnott and the Reporting Persons, the Reporting Persons may be deemed directors by deputization of the Issuer. KAFU Holdings (QP), L.P., KAFU Holdings, L.P., and KAFU Holdings II, L.P. are referred to herein as the "Reporting Persons". The filing of this Statement shall not be construed as an admission that any Reporting Person is, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.