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