0001615619-20-000136.txt : 20201120
0001615619-20-000136.hdr.sgml : 20201120
20201120165553
ACCESSION NUMBER: 0001615619-20-000136
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201118
FILED AS OF DATE: 20201120
DATE AS OF CHANGE: 20201120
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14569
FILM NUMBER: 201333222
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
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14569
FILM NUMBER: 201333223
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
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
edgar.xml
PRIMARY DOCUMENT
X0306
4
2020-11-18
1
0001070423
PLAINS ALL AMERICAN PIPELINE LP
PAA
0001507562
EMG Investment, LLC
C/O THE ENERGY & MINERALS GROUP, LP
2229 SAN FELIPE STREET, SUITE 1300
HOUSTON
TX
77019
0
0
0
1
See Remarks
0001576089
NGP MR Management, LLC
C/O THE ENERGY & MINERALS GROUP, LP
2229 SAN FELIPE STREET, SUITE 1300
HOUSTON
TX
77019
0
0
0
1
See Remarks
Class B Shares/Class A Units/GP Units
2020-11-18
4
J
0
6220955
D
Common Units
6220955
0
D
Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), EMG Investment, LLC ("EMG") has the right, at any time and from time to time, to redeem its Class A Units in AAP ("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 AAP along with the associated Class B shares ("Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units ("GP Units") in PAA GP Holdings LLC to PAGP (the "Redemption Right"). Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.
On November 18, 2020, in lieu of exercising its Redemption Right, EMG elected to exercise its right, pursuant to the limited partnership agreement of AAP, to immediately exchange 6,220,955 Class A Units, together with a like number of Class B Shares and GP Units, for Class A shares ("Class A Shares") in PAGP on a one-for-one basis. EMG has agreed to sell the Class A Shares received pursuant to such election to exchange in a single transaction exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $8.05 per Class A Share. Following the completion of such sale, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.
Beneficial ownership of the Class A Units, Class B Shares and GP Units referred to herein is being reported hereunder by NGP MR Management, LLC solely because NGP MR Management, LLC may be deemed to beneficially own such Class A Units, Class B Shares and GP Units as a result of its status as the designated manager of EMG. NGP MR Management, LLC disclaims beneficial ownership of the securities held by EMG except to the extent of its pecuniary interest therein.
John T. Raymond previously served as the representative of EMG Investment, LLC on the board of directors of the general partner of the Issuer (the "Board"). In May 2019, as a result of a series of transactions pursuant to which EMG's ownership interest in AAP was reduced to below the 10% requisite qualifying interest level, EMG lost its right to designate a representative to serve on the Board, and is therefore no longer subject to Section 16. As a result of EMG's loss of its designation right, Mr. Raymond, EMG's designee to the Board, automatically ceased to be a member of the Board. Mr. Raymond was subsequently elected to continue to serve on the Board.
Mr. Raymond is the Chief Executive Officer of The Energy & Minerals Group which is the management company for a series of specialized private equity funds including NGP Midstream & Resources, L.P. and 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 to have been a director of the Issuer prior to May 2019. 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 Securities and Exchange Act of 1934, as amended, the beneficial owner of any security.
/s/ John T. Raymond
2020-11-20