0001304186-17-000014.txt : 20171003 0001304186-17-000014.hdr.sgml : 20171003 20171003192939 ACCESSION NUMBER: 0001304186-17-000014 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170929 FILED AS OF DATE: 20171003 DATE AS OF CHANGE: 20171003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAFU Holdings II, L.P. CENTRAL INDEX KEY: 0001590087 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14569 FILM NUMBER: 171119972 BUSINESS ADDRESS: STREET 1: 1800 AVENUE OF THE STARS STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-282-7900 MAIL ADDRESS: STREET 1: 1800 AVENUE OF THE STARS STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAFU Holdings (QP), L.P. CENTRAL INDEX KEY: 0001638385 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14569 FILM NUMBER: 171119973 BUSINESS ADDRESS: STREET 1: 1800 AVENUE OF THE STARS, SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 282-7900 MAIL ADDRESS: STREET 1: 1800 AVENUE OF THE STARS, SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAFU HOLDINGS, L.P. CENTRAL INDEX KEY: 0001590015 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14569 FILM NUMBER: 171119974 BUSINESS ADDRESS: STREET 1: 1800 AVENUE OF THE STARS STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 77002 BUSINESS PHONE: 310-282-7900 MAIL ADDRESS: STREET 1: 1800 AVENUE OF THE STARS STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA 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 primary_doc.xml PRIMARY DOCUMENT X0306 4 2017-09-29 0 0001070423 PLAINS ALL AMERICAN PIPELINE LP PAA 0001590015 KAFU HOLDINGS, L.P. 1800 AVENUE OF THE STARS 3RD FLOOR LOS ANGELES CA 77002 1 0 0 1 See remarks 0001638385 KAFU Holdings (QP), L.P. 1800 AVENUE OF THE STARS, SUITE 300 LOS ANGELES CA 90067 1 0 0 1 See remarks 0001590087 KAFU Holdings II, L.P. 1800 AVENUE OF THE STARS 3RD FLOOR LOS ANGELES CA 90067 1 0 0 1 See remarks Common Units 2017-09-29 4 A 0 1173528 0 A 1173528 I See footnotes Common Units 2017-09-29 4 J 0 1173528 0 D 0 I See footnotes Class B Shares/Class A Units/GP Units 0 2017-09-29 4 M 0 1173528 0 D Common Units 1173528 21049662 I See Footnote The 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"). Prior to November 15, 2017, the Reporting Persons may not exercise their Redemption Right if such exercise would result in the redemption (together with any redemptions by the Reporting Persons) of more than 78% of the Class A Units held by the Reporting Persons on November 15, 2016. The Redemption Right does not expire. (Continued on Footnote 2) On September 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 1,173,528 Class A Units. KAFU 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. The reported transactions involve an in-kind distribution to redeeming limited partners of KAFU Holdings (QP), L.P. and KAFU Holdings, L.P. In a simultaneous transaction, KAFU exercised the exchange right provided for in the limited partnership agreement of AAP pursuant to which 38,267 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. 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. David Shladovsky 2017-10-03