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Filing Details

Accession Number:: 0001104659-19-032151
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-05-28 21:39:34
Reporting Period:: 2019-05-23

Accepted Time:: 2019-05-28 21:39:34
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1070423	Plains All American Pipeline Lp	PAA	Pipe Lines (No Natural Gas) (4610)	760582150

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1507562	Emg Investment, Llc	C/O The Energy &Amp; Minerals Group, Lp 2229 San Felipe Street, Suite 1300 Houston TX 77019		No	No	No	Yes
1576089	Ngp Mr Management, Llc	C/O The Energy &Amp; Minerals Group, Lp 2229 San Felipe Street, Suite 1300 Houston TX 77019		No	No	No	Yes

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Units	Acquisiton	2019-05-23	4,013,478	$0.00	4,013,478	No	4	J	Direct
Common Units	Disposition	2019-05-23	4,013,478	$0.00	0	No	4	J	Direct
Common Units	Acquisiton	2019-05-28	8,179,284	$0.00	8,179,284	No	4	J	Direct
Common Units	Disposition	2019-05-28	8,179,284	$23.10	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	J	Direct
No	4	J	Direct
No	4	J	Direct
No	4	S	Direct

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Price	Amount - 2	Price - 2
Common Units	Class B Shares/Class A Units/GP Units	Disposition	2019-05-23	$0.00	4,013,478	$0.00
Common Units	Class B Shares/Class A Units/GP Units	Disposition	2019-05-23	$0.00	19,890,113	$0.00
Common Units	Class B Shares/Class A Units/GP Units	Disposition	2019-05-28	$0.00	15,507,575	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
41,618,643	No	4	J	Direct
21,728,530	No	4	J	Direct
6,220,955	No	4	J	Direct

Footnotes

On May 23, 2019, pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), EMG Investment, LLC ("EMG") redeemed 4,013,478 Class A Units in AAP ("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 such Class A Units to Plains AAP along with the associated Class B shares ("Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units ("GP Units") in PAA GP Holdings LLC to PAGP (the "Redemption Right"). Immediately following such redemption, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, the Common Units received in such redemption.
Each member receiving such Common Units is bound by a lock-up, which restricts the sale of such Common Units (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units distributed to such Member prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units distributed to such Member prior to the 181st day following the date of redemption.
On May 23, 2019, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, bundled interests comprising Class A Units, Class B Shares and GP Units. Pursuant to the limited partnership agreement of AAP, the members to whom such bundled interests were transferred will have a Redemption Right with respect thereto.
Each member receiving such bundled interests is bound by a lock-up, which restricts the sale of Common Units or Class A shares ("PAGP Class A Shares") of PAGP into which such bundled interests are convertible (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to such Member are convertible prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to such Member are convertible prior to the 181st day following the date of redemption.
On May 28, 2019, EMG requested redemption of 8,179,284 Class A Units in exchange for Common Units on a one-for-one basis pursuant to its Redemption Right. In addition, in lieu of exercising its Redemption Right, EMG elected to exercise its right, pursuant to the limited partnership agreement of AAP, to immediately exchange 7,328,291 Class A Units, together with a like number of Class B Shares and GP Units, for PAGP Class A Shares on a one-for-one basis.
EMG has agreed to sell the Common Units and PAGP Class A Shares it will receive pursuant to such request for redemption and election to exchange in multiple transactions exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $23.10 per Common Unit or PAGP Class A Share, as applicable. Following the completion of such sales, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.
Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.
Beneficial ownership of the Common Units, Class A Units, Class B Shares and GP Units referred to herein is being reported hereunder by NGP MR Management, LLC solely because NGP MR Management, LLC may be deemed to beneficially own such Common Units, Class A Units, Class B Shares and GP Units as a result of its status as the designated manager of EMG. NGP MR Management, LLC disclaims beneficial ownership of the securities held by EMG except to the extent of its pecuniary interest therein.