Statement of Changes in Beneficial Ownership (4)
December 04 2017 - 5:54PM
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
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
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Remaks
|
(Last)
(First)
(Middle)
1800 AVENUE OF THE STARS, SUITE 300,
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/30/2017
|
(Street)
LOS ANGELES, CA 90067
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code
(Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock
|
11/30/2017
|
|
A
|
|
1864218
|
A
|
$0
|
1864218
|
I
|
See footnotes
(1)
(2)
(3)
|
Common Stock
|
11/30/2017
|
|
J
|
|
1864218
|
D
|
$0
|
0
|
I
|
See footnotes
(1)
(2)
(3)
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
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
|
11/30/2017
|
|
M
|
|
|
1864218
|
(1)
(2)
|
(1)
(2)
|
Common Units
|
1864218
|
$0
|
19140963
(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 November 30, 2017, KAFU Holdings, L.P., KAFU Holdings II, L.P. and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 1,864,218 Class A Units.
|
(2)
|
KAFU Holdings (QP), L.P., KAFU Holdings, L.P. and KAFU Holdings II, L.P. (collectively, "KAFU") own an equivalent number of Class A Units, Class B Shares and GP Units. KACALP is the manager of the general partner 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., KAFU Holdings II, L.P. and KAFU Holdings, L.P.
|
(4)
|
In a simultaneous transaction, KAFU exercised the exchange right provided for in the limited partnership agreement of AAP pursuant to which 44,481 Class A Units, Class B Shares and GP Units were exchanged for a like number of PAGP Class A Shares. The number of derivative securities owned reflects both the redemption transaction reported herein and the simultaneous exchange transaction.
|
Remarks:
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., KAFU Holdings, L.P., and KAFU Holdings II, L.P. are 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
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
KAFU Holdings (QP), L.P.
1800 AVENUE OF THE STARS, SUITE 300
LOS ANGELES, CA 90067
|
X
|
|
|
See Remaks
|
KAFU HOLDINGS, L.P.
1800 AVENUE OF THE STARS
3RD FLOOR
LOS ANGELES, CA 77002
|
X
|
|
|
See Remarks
|
KAFU Holdings II, L.P.
1800 AVENUE OF THE STARS
3RD FLOOR
LOS ANGELES, CA 90067
|
X
|
|
|
See Remarks
|
Signatures
|
David Shladovsky
|
|
12/4/2017
|
**
Signature of Reporting Person
|
Date
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
|
*
|
If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
|
**
|
Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
Note:
|
File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
|
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
|
Plains All American Pipe... (NYSE:PAA)
Historical Stock Chart
From Aug 2024 to Sep 2024
Plains All American Pipe... (NYSE:PAA)
Historical Stock Chart
From Sep 2023 to Sep 2024