0001237769-16-000052.txt : 20161121
0001237769-16-000052.hdr.sgml : 20161121
20161121184101
ACCESSION NUMBER: 0001237769-16-000052
CONFORMED SUBMISSION TYPE: 3/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161115
FILED AS OF DATE: 20161121
DATE AS OF CHANGE: 20161121
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NGP MR Management, LLC
CENTRAL INDEX KEY: 0001576089
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14569
FILM NUMBER: 162011420
BUSINESS ADDRESS:
STREET 1: 2000 MCKINNEY AVENUE, SUITE 1250
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 972-432-1800
MAIL ADDRESS:
STREET 1: 2000 MCKINNEY AVENUE, SUITE 1250
CITY: DALLAS
STATE: TX
ZIP: 75201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EMG Investment, LLC
CENTRAL INDEX KEY: 0001507562
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14569
FILM NUMBER: 162011421
BUSINESS ADDRESS:
STREET 1: 1401 MCKINNEY STREET
STREET 2: SUITE 1025
CITY: HOUSTON
STATE: TX
ZIP: 77010
BUSINESS PHONE: 713.579.5000
MAIL ADDRESS:
STREET 1: 1401 MCKINNEY STREET
STREET 2: SUITE 1025
CITY: HOUSTON
STATE: TX
ZIP: 77010
3/A
1
edgar.xml
PRIMARY DOCUMENT
X0206
3/A
2016-11-15
2016-11-21
0
0001070423
PLAINS ALL AMERICAN PIPELINE LP
PAA
0001507562
EMG Investment, LLC
C/O THE ENERGY & MINERALS GROUP
811 MAIN STREET, STE. 4200
HOUSTON
TX
77002
0
0
0
1
See remarks
0001576089
NGP MR Management, LLC
C/O THE ENERGY & MINERALS GROUP
811 MAIN STREET, STE. 4200
HOUSTON
TX
77002
0
0
0
1
See remarks
Class B Shares/Class A Units/GP Units
0
Common Units
45632121
D
The limited partnership agreement of Plains AAP, L.P. ("AAP") was amended and restated on November 15, 2016 to provide, among other things, that each limited partner of AAP holding Class A Units, including the Reporting Persons, will have the right, subject to certain limitations, to redeem its Class A Units in AAP (the "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 Plains AAP along with the associated Class B Shares (the "Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right").
Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, the Reporting Persons may not exercise their Redemption Right if such exercise would result in the redemption (taken together with any previous redemptions by the Reporting Persons) of more than 78% of the Class A Units held by the Reporting Persons as of November 15, 2016.
Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.
John T. Raymond currently serves as the representative of EMG Investment, LLC on the board of directors of the managing general partner of the Issuer. John T. Raymond 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 a director of the Issuer. 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.
/s/ John T. Raymond
2016-11-21