4//SEC Filing
EMG Investment, LLC 4
Accession 0001615619-20-000136
CIK 0001070423other
Filed
Nov 19, 7:00 PM ET
Accepted
Nov 20, 4:55 PM ET
Size
10.3 KB
Accession
0001615619-20-000136
Insider Transaction Report
Form 4
EMG Investment, LLC
Other
Transactions
- Other
Class B Shares/Class A Units/GP Units
2020-11-18−6,220,955→ 0 total→ Common Units (6,220,955 underlying)
Transactions
- Other
Class B Shares/Class A Units/GP Units
2020-11-18−6,220,955→ 0 total→ Common Units (6,220,955 underlying)
Footnotes (3)
- [F1]Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), EMG Investment, LLC ("EMG") has the right, at any time and from time to time, to redeem its 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 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"). Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.
- [F2]On November 18, 2020, in lieu of exercising its Redemption Right, EMG elected to exercise its right, pursuant to the limited partnership agreement of AAP, to immediately exchange 6,220,955 Class A Units, together with a like number of Class B Shares and GP Units, for Class A shares ("Class A Shares") in PAGP on a one-for-one basis. EMG has agreed to sell the Class A Shares received pursuant to such election to exchange in a single transaction exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $8.05 per Class A Share. Following the completion of such sale, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.
- [F3]Beneficial ownership of the 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 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
- Nov 19, 7:00 PM ET
- Accepted
- Nov 20, 4:55 PM ET
- Size
- 10.3 KB