0001062993-22-018423.txt : 20220818 0001062993-22-018423.hdr.sgml : 20220818 20220818192609 ACCESSION NUMBER: 0001062993-22-018423 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220818 FILED AS OF DATE: 20220818 DATE AS OF CHANGE: 20220818 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goebel Jeremy L. CENTRAL INDEX KEY: 0001769336 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14569 FILM NUMBER: 221178582 MAIL ADDRESS: STREET 1: 333 CLAY STREET STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PLAINS ALL AMERICAN PIPELINE LP CENTRAL INDEX KEY: 0001070423 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 760582150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 CLAY STREET STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136544100 MAIL ADDRESS: STREET 1: 333 CLAY STREET STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0306 4 2022-08-18 0001070423 PLAINS ALL AMERICAN PIPELINE LP PAA 0001769336 Goebel Jeremy L. 333 CLAY STREET SUITE 1600 HOUSTON TX 77002 0 1 0 0 EVP & CCO Phantom Units 2022-08-18 4 A 0 178700 0 A Common Units 178700 178700 D Grant of Phantom Units under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash). One common unit is deliverable, upon vesting, for each Phantom Unit that vests. These phantom units will vest as follows: (a) Tranche 1, consisting of 89,350 phantom units, will vest on the August 2025 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 44,675 phantom units (assuming 100% payout at target), will potentially vest on the August 2025 distribution date at a scaled payout range of between 0% to 200% (0 units to 89,350 units) based on PAA's total shareholder return (TSR) over the three-year period ending June 30, 2025 compared to the TSR of a selected peer group (payout based on numeric rank with 100% earned at median and interpolation between ranks except that 0% payout for bottom two positions and 200% payout for top two positions, and with payout being subject to reduction by up to 25 basis points if actual TSR is negative); and (c) Tranche 3, consisting of 44,675 phantom units (assuming 100% payout at target), will potentially vest on the August 2025 distribution date at a scaled payout range of between 0% to 200% (0 units to 89,350 units) based on PAA achieving cumulative distributable cash flow ("DCF") per common unit equivalent ("CUE") of $7.05 over the three-year period ending June 30, 2025 (with such payout equaling 100% at cumulative DCF/CUE over such period of $7.05 and being equal to 0% for cumulative DCF/CUE over such period of $6.35 or lower and 200% for cumulative DCF/CUE over such period of $7.93 or higher, with interpolation between such points, and with payout being subject to reduction by 25 basis points if PAA's leverage ratio (long term debt/adjusted EBITDA) as of June 30, 2025 is greater than 3.5x). DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2023 distribution date; beginning in November 2023, DERs associated with Tranche 1 will be paid quarterly until the phantom units vest or terminate. DERs associated with Tranches 2 and 3 will accrue during the three-year vesting period and be paid in cash in a lump sum on the August 2025 distribution date with respect to each phantom unit that vests, if any, on such date. /s/ Jeremy L. Goebel 2022-08-18