Statement of Changes in Beneficial Ownership (4)
July 02 2021 - 11:54AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KAFU Holdings (QP), L.P. |
2. Issuer Name and Ticker or Trading Symbol
PLAINS ALL AMERICAN PIPELINE LP
[
PAA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See remarks |
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(Last)
(First)
(Middle)
1800 AVENUE OF THE STARS, 3RD FLOOR, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/30/2021 |
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(Street)
LOS ANGELES, CA 90067
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 6/30/2021 | | J | | 535009 | A | $0 | 535009 | I | See footnotes (1)(2)(3) |
| Common Stock | 6/30/2021 | | J | | 535009 | D | $0 | 0 | I | See footnotes (1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class B Shares/Class A Units/GP Units | $0 | 6/30/2021 | | M | | | 535009 | (1)(2) | (1)(2) | Common Units | 535009 | $0 | 15273461 (4) | I | See footnotes (1)(2) |
| Explanation of Responses: |
| (1) | 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"). The Redemption Right does not expire. On June 30, 2021, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 535,009 Class A Units. |
| (2) | 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. |
| (3) | The reported transactions involve an in-kind distribution to redeeming limited partners of KAFU Holdings (QP), L.P. |
| (4) | In a simultaneous transaction, KAFU exercised the exchange right provided for in the limited partnership agreement of AAP with respect to 25,554 Class A units. As a result, such Class A units were cancelled and 25,554 Class A Shares of PAGP were issued to KAFU. The number of derivative securities owned reflects both the redemption transaction reported herein and the simultaneous exchange transaction. |
Remarks:
Kevin McCarthy is a director of the managing general partner of the Issuer. Based on the relationship of Mr. McCarthy 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
KAFU Holdings (QP), L.P.
1800 AVENUE OF THE STARS, 3RD FLOOR
LOS ANGELES, CA 90067 | X |
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| See remarks |
KAYNE ANDERSON CAPITAL ADVISORS LP
1800 AVENUE OF THE STARS
3RD FLOOR
LOS ANGELES, CA 90067 | X |
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| See remarks |
Signatures
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| /s/ Michael O'Neil | | 7/2/2021 |
| **Signature of Reporting Person | Date |
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