FORM 4 [X] 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 *

EMG Investment, LLC
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)

_____ Director                    _____ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

C/O THE ENERGY & MINERALS GROUP, LP, 2229 SAN FELIPE STREET, SUITE 1300
3. Date of Earliest Transaction (MM/DD/YYYY)

11/18/2020
(Street)

HOUSTON, TX 77019
(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

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Shares/Class A Units/GP Units (1) (1)11/18/2020  J (2)    6220955   (1) (1)Common Units 6220955  (1)0 (3)D  

Explanation of Responses:
(1) Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), EMG Investment, LLC ("EMG") has the right, at any time and from time to time, to redeem its Class A Units in AAP ("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 such Class A Units to AAP along with the associated Class B shares ("Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units ("GP Units") in PAA GP Holdings LLC to PAGP (the "Redemption Right"). Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.
(2) On November 18, 2020, in lieu of exercising its Redemption Right, EMG elected to exercise its right, pursuant to the limited partnership agreement of AAP, to immediately exchange 6,220,955 Class A Units, together with a like number of Class B Shares and GP Units, for Class A shares ("Class A Shares") in PAGP on a one-for-one basis. EMG has agreed to sell the Class A Shares received pursuant to such election to exchange in a single transaction exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $8.05 per Class A Share. Following the completion of such sale, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.
(3) Beneficial ownership of the Class A Units, Class B Shares and GP Units referred to herein is being reported hereunder by NGP MR Management, LLC solely because NGP MR Management, LLC may be deemed to beneficially own such Class A Units, Class B Shares and GP Units as a result of its status as the designated manager of EMG. NGP MR Management, LLC disclaims beneficial ownership of the securities held by EMG except to the extent of its pecuniary interest therein.

Remarks:
John T. Raymond previously served as the representative of EMG Investment, LLC on the board of directors of the general partner of the Issuer (the "Board"). In May 2019, as a result of a series of transactions pursuant to which EMG's ownership interest in AAP was reduced to below the 10% requisite qualifying interest level, EMG lost its right to designate a representative to serve on the Board, and is therefore no longer subject to Section 16. As a result of EMG's loss of its designation right, Mr. Raymond, EMG's designee to the Board, automatically ceased to be a member of the Board. Mr. Raymond was subsequently elected to continue to serve on the Board.
Mr. Raymond is the Chief Executive Officer of The Energy & Minerals Group which is the management company for a series of specialized private equity funds including NGP Midstream & Resources, L.P. and is the Chief Executive Officer of NGP MR Management, LLC, which is the manager of EMG Investment, LLC. As such, EMG Investment, LLC and NGP MR Management, LLC may each be deemed to have been a director of the Issuer prior to May 2019. 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 Securities and Exchange Act of 1934, as amended, the beneficial owner of any security.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
EMG Investment, LLC
C/O THE ENERGY & MINERALS GROUP, LP
2229 SAN FELIPE STREET, SUITE 1300
HOUSTON, TX 77019



See Remarks
NGP MR Management, LLC
C/O THE ENERGY & MINERALS GROUP, LP
2229 SAN FELIPE STREET, SUITE 1300
HOUSTON, TX 77019



See Remarks

Signatures
/s/ John T. Raymond11/20/2020
**Signature of Reporting PersonDate

Plains All American Pipe... (NYSE:PAA)
Historical Stock Chart
From Aug 2024 to Sep 2024 Click Here for more Plains All American Pipe... Charts.
Plains All American Pipe... (NYSE:PAA)
Historical Stock Chart
From Sep 2023 to Sep 2024 Click Here for more Plains All American Pipe... Charts.