4//SEC Filing
EMG Investment, LLC 4
Accession 0001104659-19-032151
CIK 0001070423other
Filed
May 27, 8:00 PM ET
Accepted
May 28, 9:39 PM ET
Size
23.0 KB
Accession
0001104659-19-032151
Insider Transaction Report
Form 4
Transactions
- Other
Class B Shares/Class A Units/GP Units
2019-05-28→ 6,220,955 total→ Common Units (15,507,575 underlying) - Other
Common Units
2019-05-28+8,179,284→ 8,179,284 total - Sale
Common Units
2019-05-28$23.10/sh−8,179,284$188,941,460→ 0 total - Other
Class B Shares/Class A Units/GP Units
2019-05-23→ 41,618,643 total→ Common Units (4,013,478 underlying) - Other
Common Units
2019-05-23+4,013,478→ 4,013,478 total
EMG Investment, LLC
Other
Transactions
- Other
Common Units
2019-05-23+4,013,478→ 4,013,478 total - Other
Common Units
2019-05-28+8,179,284→ 8,179,284 total - Other
Class B Shares/Class A Units/GP Units
2019-05-28→ 6,220,955 total→ Common Units (15,507,575 underlying) - Sale
Common Units
2019-05-28$23.10/sh−8,179,284$188,941,460→ 0 total - Other
Class B Shares/Class A Units/GP Units
2019-05-23→ 41,618,643 total→ Common Units (4,013,478 underlying)
Footnotes (8)
- [F1]On May 23, 2019, pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), EMG Investment, LLC ("EMG") redeemed 4,013,478 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 Plains 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"). Immediately following such redemption, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, the Common Units received in such redemption.
- [F2]Each member receiving such Common Units is bound by a lock-up, which restricts the sale of such Common Units (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units distributed to such Member prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units distributed to such Member prior to the 181st day following the date of redemption.
- [F3]On May 23, 2019, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, bundled interests comprising Class A Units, Class B Shares and GP Units. Pursuant to the limited partnership agreement of AAP, the members to whom such bundled interests were transferred will have a Redemption Right with respect thereto.
- [F4]Each member receiving such bundled interests is bound by a lock-up, which restricts the sale of Common Units or Class A shares ("PAGP Class A Shares") of PAGP into which such bundled interests are convertible (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to such Member are convertible prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to such Member are convertible prior to the 181st day following the date of redemption.
- [F5]On May 28, 2019, EMG requested redemption of 8,179,284 Class A Units in exchange for Common Units on a one-for-one basis pursuant to its Redemption Right. In addition, in lieu of exercising its Redemption Right, EMG elected to exercise its right, pursuant to the limited partnership agreement of AAP, to immediately exchange 7,328,291 Class A Units, together with a like number of Class B Shares and GP Units, for PAGP Class A Shares on a one-for-one basis.
- [F6]EMG has agreed to sell the Common Units and PAGP Class A Shares it will receive pursuant to such request for redemption and election to exchange in multiple transactions exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $23.10 per Common Unit or PAGP Class A Share, as applicable. Following the completion of such sales, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.
- [F7]Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.
- [F8]Beneficial ownership of the Common Units, 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 Common Units, 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.
Documents
Issuer
PLAINS ALL AMERICAN PIPELINE LP
CIK 0001070423
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001507562
Filing Metadata
- Form type
- 4
- Filed
- May 27, 8:00 PM ET
- Accepted
- May 28, 9:39 PM ET
- Size
- 23.0 KB