Sec Form 4 Filing - KAFU Holdings (QP), L.P. @ PLAINS ALL AMERICAN PIPELINE LP - 2021-03-31

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
KAFU Holdings (QP), L.P.
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
_____ Officer (give title below) X __ Other (specify below)
See remarks
(Last) (First) (Middle)
1800 AVENUE OF THE STARS, 3RD FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
03/31/2021
(Street)
LOS ANGELES, CA90067
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock 03/31/2021 J 4,891 A $ 0 4,891 I See footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock 03/31/2021 J 4,891 D $ 0 0 I See footnotes ( 1 ) ( 2 ) ( 3 )
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
Class B Shares/Class A Units/GP Units $ 0 03/31/2021 M 4,891 ( 1 )( 2 ) ( 1 )( 2 ) Common Units 4,891 $ 0 15,834,024 ( 4 ) I See footnote ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KAFU Holdings (QP), L.P.
1800 AVENUE OF THE STARS, 3RD FLOOR
LOS ANGELES, CA90067
X See remarks
KAYNE ANDERSON CAPITAL ADVISORS LP
1800 AVENUE OF THE STARS
3RD FLOOR
LOS ANGELES, CA90067
X See remarks
Signatures
/s/Michael O'Neil 04/01/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 March 31, 2021, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 4,891 Class A Units.
( 2 )KAFU Holdings (QP), L.P. ("KAFU") owns an equivalent number of Class A Units, Class B Shares and GP Units. KACALP is the managing member of the manager of KAFU and may be deemed to beneficially own the Class A Units, Class B Shares and GP Units held by KAFU.
( 3 )The reported transactions involve an in-kind distribution to redeeming limited partners of KAFU Holdings (QP), L.P.
( 4 )In a simultaneous transaction, KAFU exercised the exchange right provided for in the limited partnership agreement of AAP with respect to 811 Class A units. As a result, such Class A units were cancelled and 811 Class A Shares of PAGP were issued to KAFU. The number of derivative securities owned reflects both the redemption transaction reported herein and the simultaneous exchange transaction.

Remarks:
Kevin McCarthy is a director of the managing general partner of the Issuer. Based on the relationship of Mr. McCarthy 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.

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