SELLING SHAREHOLDERS
On or about December 31, 2016, PAA Management, L.P. (PAA Management) and its general partner, PAA Management LLC, dissolved and wound up their affairs (the Dissolution). As a result of the Dissolution, 8,199,844 AAP units previously held by PAA Management were distributed pro rata to the partners of PAA Management, all of whom are either current or former members of PAA senior management or affiliates of current and former members of PAA senior management.
We are amending the Selling Shareholders table in the Prospectus to reflect these transfers and to include or update information with respect to the transferees of such interests.
As of March 15, 2017, there were 151,594,753 Class A shares and 137,870,800 Class B shares outstanding. The beneficial ownership information presented below assumes that all 137,870,800 Class B shares (and related AAP Class A units) have been exchanged pursuant to the Exchange Right for an equivalent number of Class A shares and such Class A shares are held by the selling shareholders, including those listed below.
Selling Shareholders
|
|
Class A Shares
Beneficially
Owned Prior to
the Offering
|
|
Percentage of
Class A Shares
Beneficially
Owned Prior to
the Offering
|
|
Class A Shares
Offered
Hereby
|
|
Class A Shares
to be
Beneficially
Owned After
Offering
|
|
Percentage of
Class A Shares
to be
Beneficially
Owned After
Offering
|
|
PAA Management, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
Current and Former Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
Greg Armstrong (1)
|
|
6,207,893
|
|
2.14
|
%
|
2,071,859
|
|
4,136,034
|
|
1.43
|
%
|
Harry Pefanis(2)
|
|
3,952,642
|
|
1.37
|
%
|
1,181,676
|
|
2,770,966
|
|
*
|
|
John von Berg(3)
|
|
1,629,957
|
|
*
|
|
344,451
|
|
1,285,506
|
|
*
|
|
Phil Kramer(4)
|
|
1,423,897
|
|
*
|
|
781,144
|
|
642,753
|
|
*
|
|
W. David Duckett(5)
|
|
1,380,967
|
|
*
|
|
500,248
|
|
880,719
|
|
*
|
|
Al Swanson(6)
|
|
1,351,839
|
|
*
|
|
433,620
|
|
918,219
|
|
*
|
|
Mark Gorman(7)
|
|
1,026,441
|
|
*
|
|
16,400
|
|
1,010,041
|
|
*
|
|
Daniel Nerbonne(8)
|
|
188,923
|
|
*
|
|
4,913
|
|
184,010
|
|
*
|
|
Richard McGee(9)
|
|
14,739
|
|
*
|
|
14,739
|
|
|
|
|
|
Christopher Herbold(10)
|
|
8,200
|
|
*
|
|
8,200
|
|
|
|
|
|
Other Current Officers as a Group
(11)
|
|
2,281,328
|
|
*
|
|
887,500
|
|
1,393,828
|
|
*
|
|
Other Former Officers as a Group
(12)
|
|
2,640,318
|
|
*
|
|
1,743,888
|
|
896,430
|
|
*
|
|
Other Selling Shareholders as a Group
(13)
|
|
211,256
|
|
*
|
|
211,206
|
|
50
|
|
*
|
|
*
Less than one percent.
(1)
Mr. Armstrong is the Chairman of the board of directors and Chief Executive Officer of PAGP GP.
(2)
Mr. Pefanis is a director and President and Chief Operating Officer of PAGP GP.
(3)
Mr. von Berg is the Executive Vice President of Commercial Activities of PAGP GP.
(4)
Mr. Kramer is a former Executive Vice President of PAGP GP.
(5)
Mr. Duckett is the former Chief Executive Officer of Plains Midstream Canada ULC (Plains Midstream Canada), our wholly-owned subsidiary.
(6)
Mr. Swanson is the Executive Vice President and Chief Financial Officer of PAGP GP.
(7)
Mr. Gorman is an Executive Vice President of PAGP GP.
(8)
Mr. Nerbonne is the Executive Vice President of Operations & Engineering of PAGP GP.
(9)
Mr. McGee is the Executive Vice President, General Counsel and Secretary of PAGP GP.
(10)
Mr. Herbold is the Vice President of Accounting and Chief Accounting Officer of PAGP GP.
(11)
Includes eight persons not otherwise listed above that collectively beneficially own approximately 0.79% of the Class A shares. All of the selling shareholders in this group are current officers of GP LLC.
3