0001062993-23-016952.txt : 20230821 0001062993-23-016952.hdr.sgml : 20230821 20230821190431 ACCESSION NUMBER: 0001062993-23-016952 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230817 FILED AS OF DATE: 20230821 DATE AS OF CHANGE: 20230821 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chandler Chris R. CENTRAL INDEX KEY: 0001769245 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14569 FILM NUMBER: 231190612 MAIL ADDRESS: STREET 1: 333 CLAY STREET STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PLAINS ALL AMERICAN PIPELINE LP CENTRAL INDEX KEY: 0001070423 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 760582150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 CLAY STREET STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136544100 MAIL ADDRESS: STREET 1: 333 CLAY STREET STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0508 4 2023-08-17 0001070423 PLAINS ALL AMERICAN PIPELINE LP PAA 0001769245 Chandler Chris R. 333 CLAY STREET SUITE 1600 HOUSTON TX 77002 0 1 0 0 EVP & COO 0 Phantom Units 2023-08-17 4 A 0 131650 0 A Common Units 131650 131650 D Grant of Phantom Units under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash). One common unit is deliverable, upon vesting, for each Phantom Unit that vests. These phantom units will vest as follows: (a) Tranche 1, consisting of 65,825 phantom units, will vest on the August 2026 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 32,912 phantom units (assuming 100% payout at target), will potentially vest on the August 2026 distribution date at a scaled payout range of between 0% to 200% based on PAA's total shareholder return (TSR) over the three-year period ending June 30, 2026 compared to the TSR of a selected peer group (payout based on numeric rank with 100% earned at median and interpolation between ranks, and with payout being subject to reduction by up to 25 basis points, but not below 100%, if actual TSR is negative); and c) Tranche 3, consisting of 32,913 phantom units (assuming 100% payout at target), will potentially vest on the August 2026 distribution date at a scaled payout range of between 0% and 200% based on PAA achieving cumulative distributable cash flow (DCF) per common unit equivalent (CUE) of $7.45 over the three-year period ending June 30, 2026 (with payout equaling 100% at cumulative DCF/CUE over such period of $7.45 and being equal to 0% for cumulative DCF/CUE over such period of $6.705 or lower and 200% for cumulative DCF/CUE over such period of $8.38125 or higher, with interpolation between such points, and with payout being subject to reduction by 25 basis points if PAA's leverage ratio (long term debt/adjusted EBITDA) as of June 30, 2026 is greater than the leverage ratio that equals the upper end of our then applicable guidance range (e.g., 3.5x is the upper end of PAA's current public guidance range of 3.0x to 3.5x)). DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2024 distribution date; beginning in November 2024, DERs associated with Tranche 1 will be paid quarterly until the phantom units vest or terminate. DERs associated with Tranches 2 and 3 will accrue during the three-year vesting period and be paid in cash in a lump sum on the August 2026 distribution date with respect to each phantom unit that vests, if any, on such date. Any Tranche 2 or Tranche 3 phantom units that are determined to not have vested as of the August 2026 distribution date shall expire as of such date. /s/ Chris R. Chandler 2023-08-21