X0306 4 2020-09-30 0 0001070423 PLAINS ALL AMERICAN PIPELINE LP PAA 0001638385 KAFU Holdings (QP), L.P. 1800 AVENUE OF THE STARS, SUITE 300 LOS ANGELES CA 90067 1 0 0 0 0000949615 KAYNE ANDERSON CAPITAL ADVISORS LP 1800 AVENUE OF THE STARS 3RD FLOOR LOS ANGELES CA 90067 1 0 0 0 Common Stock 2020-09-30 4 J 0 61708 0 A 61708 I See footnote Common Stock 2020-09-30 4 J 0 61708 0 D 0 I See footnote Class B Shares/Class A Units/GP Units 0 2020-09-30 4 M 0 61708 0 D Common Units 61708 15861958 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 o certain limitations, to redeem its Class A Units for common units ("Common Units") of Plains All America 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"). The Redemption Right does not expire. On September 30,2020, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 61,708 Class A Units. KAFU Holdings (QP), L.P. ("KAFU") owns an equivalent number of Class A Units, Class B Shares and GP Units. KACALP is the managing member of the manager 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. 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., is 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. Michael O'Neil 2020-10-01