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