0001615619-21-000069.txt : 20210823 0001615619-21-000069.hdr.sgml : 20210823 20210823170651 ACCESSION NUMBER: 0001615619-21-000069 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210819 FILED AS OF DATE: 20210823 DATE AS OF CHANGE: 20210823 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chiang Willie CW CENTRAL INDEX KEY: 0001421559 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14569 FILM NUMBER: 211197642 MAIL ADDRESS: STREET 1: 370 17TH STREET STREET 2: SUITE 2775 CITY: DENVER STATE: CO ZIP: 80202 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 2021-08-19 0001070423 PLAINS ALL AMERICAN PIPELINE LP PAA 0001421559 Chiang Willie CW 333 CLAY ST., STE. 1600 HOUSTON TX 77002 1 1 0 0 Chairman and CEO Phantom Units 2021-08-19 4 A 0 300600 0 A Common Units 300600 300600 D Grant of phantom units under Long-Term Incentive Plan (includes associated 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 150,300 phantom units, will vest on the August 2024 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 75,150 phantom units (assuming 100% payout at target), will potentially vest on the August 2024 distribution date at a scaled payout range of between 0% to 200% (0 units to 150,300 units) based on PAA's total shareholder return (TSR) over the three-year period ending June 30, 2024 compared to the TSR of a selected peer group; and (c) Tranche 3, consisting of 75,150 phantom units (assuming 100% payout at target), will potentially vest on the August 2024 distribution date at a scaled payout range of between 0% to 200% (0 units to 150,300 units) based on PAA achieving cumulative distributable cash flow per common unit equivalent of $6.00 over the three-year period ending June 30, 2024 (with such payout being subject to adjustment by plus or minus 50 gross percentage points (subject to a cap of 200%) based on the extent to which PAA achieves a leverage ratio as of June 30, 2024 that is less than or greater than, respectively, the target leverage ratio for such date assumed in PAA's long term plan as of August 2021, plus or minus .15x, as applicable). DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2022 distribution date; beginning in November 2022, DERs associated with Tranche 1 will be paid quarterly until the phantom units vest. 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 2024 distribution date with respect to each phantom unit that vests on such date. /s/ Ann F. Gullion, as attorney-in-fact for Willie CW Chiang 2021-08-23