SEC Form 4 · accession 0001304186-18-000001
PLAINS ALL AMERICAN PIPELINE LP · PAA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 29, 2017
Accepted (ET)
Jan 3, 2018 · 3:15 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 | Dec 29, 2017 | A | 551,323 | $0.00 | A | 551,323 | I | See footnotes |
| Common StockF1,F2,F3 | Dec 29, 2017 | J | 551,323 | $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 | Dec 29, 2017 | M | 551,323 | D | — | — | Common Units | 551,323 | 18,366,175 | 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 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 December 29, 2017, KAFU Holdings, L.P., and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 551,323 Class A Units.
- F2KAFU Holdings (QP), L.P. and KAFU Holdings, 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. 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 223,465 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., 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.