Sec Form 4 Filing - Chiang Willie CW @ PLAINS ALL AMERICAN PIPELINE LP - 2022-08-18

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Chiang Willie CW
2. Issuer Name and Ticker or Trading Symbol
PLAINS ALL AMERICAN PIPELINE LP [ PAA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
333 CLAY STREET, SUITE 1600
3. Date of Earliest Transaction (MM/DD/YY)
08/18/2022
(Street)
HOUSTON, TX77002
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Units( 1 ) ( 2 ) 08/18/2022 A 440,000 ( 3 )( 4 )( 5 ) ( 3 )( 4 )( 5 ) Common Units 440,000 $ 0 440,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chiang Willie CW
333 CLAY STREET
SUITE 1600
HOUSTON, TX77002
X Chairman & CEO
Signatures
/s/ Ann F. Gullion, as attorney-in-fact for Willie CW Chiang 08/18/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Grant of Phantom Units under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).
( 2 )One common unit is deliverable, upon vesting, for each Phantom Unit that vests.
( 3 )These phantom units will vest as follows: (a) Tranche 1, consisting of 220,000 phantom units, will vest on the August 2025 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 110,000 phantom units (assuming 100% payout at target), will potentially vest on the August 2025 distribution date at a scaled payout range of between 0% to 200% (0 units to 220,000 units) based on PAA's total shareholder return (TSR) over the three-year period ending June 30, 2025 compared to the TSR of a selected peer group (payout based on numeric rank with 100% earned at median and interpolation between ranks except that 0% payout for bottom two positions and 200% payout for top two positions, and with payout being subject to reduction by up to 25 basis points if actual TSR is negative); and
( 4 )(c) Tranche 3, consisting of 110,000 phantom units (assuming 100% payout at target), will potentially vest on the August 2025 distribution date at a scaled payout range of between 0% to 200% (0 units to 220,000 units) based on PAA achieving cumulative distributable cash flow ("DCF") per common unit equivalent ("CUE") of $7.05 over the three-year period ending June 30, 2025 (with such payout equaling 100% at cumulative DCF/CUE over such period of $7.05 and being equal to 0% for cumulative DCF/CUE over such period of $6.35 or lower and 200% for cumulative DCF/CUE over such period of $7.93 or higher, with interpolation between such points, and with payout being subject to reduction by 25 basis points if PAA's leverage ratio (long term debt/adjusted EBITDA) as of June 30, 2025 is greater than 3.5x).
( 5 )DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2023 distribution date; beginning in November 2023, DERs associated with Tranche 1 will be paid quarterly until the phantom units vest or terminate. 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 2025 distribution date with respect to each phantom unit that vests, if any, on such date.

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