0001615619-20-000091.txt : 20200817 0001615619-20-000091.hdr.sgml : 20200817 20200817194240 ACCESSION NUMBER: 0001615619-20-000091 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200813 FILED AS OF DATE: 20200817 DATE AS OF CHANGE: 20200817 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McGee Richard K. CENTRAL INDEX KEY: 0001490023 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14569 FILM NUMBER: 201111384 MAIL ADDRESS: STREET 1: 333 CLAY STREET STREET 2: SUITE 1500 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 edgar.xml PRIMARY DOCUMENT X0306 4 2020-08-13 0001070423 PLAINS ALL AMERICAN PIPELINE LP PAA 0001490023 McGee Richard K. 333 CLAY STREET, SUITE 1600 HOUSTON TX 0 1 0 0 EVP, General Counsel & Sec. Common Units 2020-08-14 4 M 0 23000 0 A 263473 D Common Units 2020-08-14 4 F 0 9051 7.97 D 254422 D Phantom Units 2020-08-14 4 M 0 23000 0 D 2020-08-14 Common Units 23000 23000 D Phantom Units 2020-08-13 4 A 0 150380 0 A Common Units 150380 150380 D Phantom Units granted 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. N/A These phantom units will vest as follows: (a) Tranche 1, consisting of 75,190 phantom units, will vest on the August 2023 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 37,595 phantom units (assuming 100% payout at target), will potentially vest on the August 2023 distribution date at a scaled payout range of between 0% to 200% (0 units to 75,190 units) based on PAA's total shareholder return (TSR) over the three-year period ending June 30, 2023 compared to the TSR of a selected peer group; and (c) Tranche 3, consisting of 37,595 phantom units (assuming 100% payout at target), will potentially vest on the August 2023 distribution date at a scaled payout range of between 0% to 200% (0 units to 75,190 units) based on (i) PAA achieving cumulative distributable cash flow per common unit equivalent of $6.00 over the three-year period ending June 30, 2023 and (ii) PAA achieving a leverage ratio as of June 30, 2023 consistent with the leverage ratio assumed in its long term plan as of August 2020. DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2021 distribution date; beginning in November 2021, DERs associated with Tranche 1 will be paid quarterly until the phantom units vest. 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 2023 distribution date with respect to each phantom unit that vests on such date. /s/ Ann F. Gullion, as attorney-in-fact for Richard K. McGee 2020-08-17