0001304186-18-000007.txt : 20180702 0001304186-18-000007.hdr.sgml : 20180702 20180702181645 ACCESSION NUMBER: 0001304186-18-000007 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180629 FILED AS OF DATE: 20180702 DATE AS OF CHANGE: 20180702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAFU Holdings (QP), L.P. CENTRAL INDEX KEY: 0001638385 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14569 FILM NUMBER: 18934255 BUSINESS ADDRESS: STREET 1: 1800 AVENUE OF THE STARS, SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 282-7900 MAIL ADDRESS: STREET 1: 1800 AVENUE OF THE STARS, SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90067 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 primary_doc.xml PRIMARY DOCUMENT X0306 4 2018-06-29 0 0001070423 PLAINS ALL AMERICAN PIPELINE LP PAA 0001638385 KAFU Holdings (QP), L.P. 1800 AVENUE OF THE STARS, SUITE 300 LOS ANGELES CA 90067 1 0 0 1 See remaks Common Stock 2018-06-29 4 A 0 520709 0 A 520709 I See footnotes Common Stock 2018-06-29 4 J 0 520709 0 D 0 I See footnotes Class B Shares/Class A Units/GP Units 0 2018-06-29 4 M 0 520709 0 D Common Units 520709 16863251 I See footnotes The Eighth Amended and Restated limited partnership agreement of Plains AAP, L.P. ("AAP") provides that each limited partner holding Class A Units will have the right, subject to certain limitations, to redeem its 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 Class A Units to AAP with the associated Class B Shares in Plains GP Holdings, L.P. ("PAGP") and GP Units in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). The Redemption Right does not expire. On June 29, 2018, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 520,709 Class A Units. KAFU Holdings (QP), L.P. ("KAFU") owns an equivalent number of Class A Units, Class B Shares and GP Units. KACALP is the manager of the general partner of KAFU and may be deemed to beneficially own the Class A Units, Class B Shares and GP Units held by KAFU. The reported transactions involve an in-kind distribution to redeeming limited partners of KAFU Holdings (QP), L.P. In a simultaneous transaction, KAFU exercised the exchange right provided for in the limited partnership agreement of AAP pursuant to which 935,092 Class A Units, Class B Shares and GP Units were exchanged for a like number of PAGP Class A Shares. The number of derivative securities owned reflects both the redemption transaction reported herein and the simultaneous exchange transaction. Bob Sinnott is a director of the managing general partner of the Issuer. Based on the relationship of Mr. Sinnott and the Reporting Persons, the Reporting Persons may be deemed directors by deputization of the Issuer. KAFU Holdings (QP), L.P., is referred to herein as the "Reporting Persons". 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. David Shladovsky 2018-07-02