SEC Form 4 · accession 0001615619-17-000008
PLAINS ALL AMERICAN PIPELINE LP · PAA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Plains AAP, L.P.
Director · 10% Owner
Plains All American GP LLC
Director · 10% Owner
PAA GP Holdings LLC
Director · 10% Owner
PLAINS GP HOLDINGS LP
Director · 10% Owner
Period of report
Dec 30, 2016
Accepted (ET)
Jan 4, 2017 · 7:17 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 Units (Limited Partner Interests)F2,F3 | Dec 30, 2016 | A | 227,145 | — | A | 245,227,934 | I | By Plains AAP, L.P. |
| Common Units (Limited Partner Interests)F4,F3 | Dec 30, 2016 | J | 3,035,517 | $0.00 | D | 242,192,417 | I | By Plains AAP, L.P. |
| Common Units (Limited Partner Interests)F5,F3 | Jan 3, 2017 | A | 139,009 | — | A | 242,331,426 | I | By Plains AAP, L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to that certain Omnibus Agreement (the "Omnibus Agreement") dated November 15, 2016, by and among PAA GP Holdings LLC ("PAGP GP"), Plains GP Holdings, L.P. ("PAGP"), Plains All American GP LLC ("GP LLC"), Plains AAP, L.P. ("AAP"), PAA GP LLC and Plains All American Pipeline, L.P. ("PAA"), PAGP is obligated to use the net proceeds from any public or private offering and sale of PAGP's Class A shares to purchase from AAP a number of AAP Class A units equal to the number of Class A shares sold in such offering at a price equal to the net proceeds from such offering. The Omnibus Agreement also provides that immediately following such purchase and sale, AAP is obligated to use the net proceeds it receives from such sale of AAP Class A units to PAGP to purchase from PAA an equivalent number of common units representing limited partner interests of PAA ("Common Units").
- F2On December 30, 2016, PAGP sold an aggregate 227,145 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($7,790,437.67) to purchase an equivalent number of AAP Class A units. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.
- F3PAGP GP is the general partner of PAGP, which is the managing member of GP LLC, which is the general partner of AAP. Each of PAGP GP, PAGP and GP LLC may be deemed to indirectly beneficially own the Common Units directly held by AAP, but disclaim beneficial ownership of such Common Units except to the extent of their respective pecuniary interests therein.
- F4Pursuant to the limited partnership agreement of AAP, each limited partner of AAP, other than PAGP and GP LLC, has the right, from time to time, to cause AAP to redeem and cancel such partner's AAP Class A units in exchange for the distribution of an equal number of Common Units of PAA held by AAP (the "Redemption Right"). In connection with the exercise of a Redemption Right, such limited partner must also surrender to PAGP an equal number of Class B shares of PAGP and Company Units of PAGP GP. On December 30, 2016, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised Redemption Rights with respect to an aggregate 3,035,517 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 3,035,517 Common Units from AAP to the redeeming partners.
- F5On January 3, 2017, PAGP sold an aggregate 139,009 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($4,788,220.68) to purchase an equivalent number of AAP Class A units. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.