0001615619-16-000116.txt : 20161117
0001615619-16-000116.hdr.sgml : 20161117
20161117173906
ACCESSION NUMBER: 0001615619-16-000116
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161115
FILED AS OF DATE: 20161117
DATE AS OF CHANGE: 20161117
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DUCKETT W DAVID
CENTRAL INDEX KEY: 0001239542
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14569
FILM NUMBER: 162005916
MAIL ADDRESS:
STREET 1: SUITE 1400, 607 EIGHTH AVENUE S.W.
CITY: CALGARY
STATE: A0
ZIP: T2P 0A7
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2016-11-15
0001070423
PLAINS ALL AMERICAN PIPELINE LP
PAA
0001239542
DUCKETT W DAVID
SUITE 1400, 607 EIGHTH AVENUE S.W.
CALGARY
A0
T2P 0A7
ALBERTA, CANADA
0
1
0
0
CEO of subsidiary - PMC
Class B Units in Plains AAP, L.P.
0
2016-11-15
4
J
0
725116
0
A
Common Units
682575
725116
D
Class B Shares/Class A Units/GP Units
0
2016-11-15
4
J
0
500248
0
A
Common Units
500248
500248
I
See footnote (4)(5)
Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), after December 31, 2015, a holder of vested Class B Units of AAP (the "Class B Units") may convert, from time to time, such Class B Units into an equal number of Class A Units of AAP (the "Class A Units") and Class B shares (the "Class B shares") of Plains GP Holdings, L.P. ("PAGP"), at a conversion ratio of approximately 0.941 Class A Units and Class B shares for each Class B Unit.
The limited partnership agreement of AAP was amended and restated on November 15, 2016 to provide that, among other things, each limited partner of AAP holding Class A Units, including the Reporting Person following conversion, 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") on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, the Reporting Person may not exercise his Redemption Right if such exercise would result in the redemption (taken together with any previous redemptions by the Reporting Person) of more than 78% of the Class A Units held by the Reporting Person as of November 15, 2016.
Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.
PAA Management, L.P. ("PAA Management") is also a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.
Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016.
/s/ W. David Duckett
2016-11-17