0001615619-21-000075.txt : 20210823 0001615619-21-000075.hdr.sgml : 20210823 20210823171446 ACCESSION NUMBER: 0001615619-21-000075 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: McGee Richard K. CENTRAL INDEX KEY: 0001490023 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14569 FILM NUMBER: 211197700 MAIL ADDRESS: STREET 1: 333 CLAY STREET STREET 2: SUITE 1500 CITY: HOUSTON STATE: TX ZIP: 77002 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 0001490023 McGee Richard K. 333 CLAY STREET, SUITE 1600 HOUSTON TX 0 1 0 0 EVP, General Counsel & Sec. Phantom Units 2021-08-19 4 A 0 120200 0 A Common Units 120200 120200 D Grant of Phantom Units under Long-Term Incentive Plan (includes 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 60,100 phantom units, will vest on the August 2024 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 30,050 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 60,100 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 30,050 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 60,100 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/ Richard K. McGee 2021-08-23