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