PAA

SEC source: 0001615619-18-000098 · edgar.xml · derivative · entry 3

Nerbonne Daniel J · CIK 0001316997 · EVP - Operations & Engineering

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Units · 25,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 1-for-1 Common Units for Phantom Units granted under long-term incentive plan.

F2 · derivative.expiration_date: N/A

SEC source: 0001615619-18-000098 · edgar.xml · nonDerivative · entry 2

Nerbonne Daniel J · CIK 0001316997 · EVP - Operations & Engineering

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 39,756

SEC source: 0001615619-18-000098 · edgar.xml · nonDerivative · entry 1

Nerbonne Daniel J · CIK 0001316997 · EVP - Operations & Engineering

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 49,594

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001615619-18-000090 · edgar.xml · nonDerivative · entry 1

PAA GP Holdings LLC · CIK 0001581928 · Director · 10% owner

Plains AAP, L.P. · CIK 0001490401 · Director · 10% owner

Plains All American GP LLC · CIK 0001490402 · Director · 10% owner

PLAINS GP HOLDINGS LP · CIK 0001581990 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Plains AAP, L.P.

Disclosed balance after: 280,515,752

F1 · kind: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, other than Plains GP Holdings, L.P. ("PAGP") and Plains All American GP LLC ("GP LLC"), has the right, from time to time, to cause AAP to redeem and cancel such partner's AAP Class A units in exchange for the distribution of an equal number of common units representing limited partner interests ("Common Units") of Plains All American Pipeline, L.P. ("PAA") held by AAP (the "Redemption Right"). In connection with the exercise of a Redemption Right, such limited partner must also surrender to PAGP an equal number of Class B shares of PAGP and Company Units of PAA GP Holdings LLC ("PAGP GP").

F2 · kind: On December 5, 2018, a limited partner of AAP exercised the Redemption Right with respect to an aggregate of 708,919 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 708,919 Common Units from AAP to the redeeming partner.

F1 · price: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, other than Plains GP Holdings, L.P. ("PAGP") and Plains All American GP LLC ("GP LLC"), has the right, from time to time, to cause AAP to redeem and cancel such partner's AAP Class A units in exchange for the distribution of an equal number of common units representing limited partner interests ("Common Units") of Plains All American Pipeline, L.P. ("PAA") held by AAP (the "Redemption Right"). In connection with the exercise of a Redemption Right, such limited partner must also surrender to PAGP an equal number of Class B shares of PAGP and Company Units of PAA GP Holdings LLC ("PAGP GP").

F2 · price: On December 5, 2018, a limited partner of AAP exercised the Redemption Right with respect to an aggregate of 708,919 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 708,919 Common Units from AAP to the redeeming partner.

F3 · ownership.nature: PAGP GP is the general partner of PAGP, which is the managing member of GP LLC, which is the general partner of AAP. Each of PAGP GP, PAGP and GP LLC may be deemed to indirectly beneficially own the Common Units directly held by AAP, but disclaim beneficial ownership of such Common Units except to the extent of their respective pecuniary interests therein.

SEC source: 0001615619-18-000086 · edgar.xml · nonDerivative · entry 1

PAA GP Holdings LLC · CIK 0001581928 · Director · 10% owner

Plains AAP, L.P. · CIK 0001490401 · Director · 10% owner

Plains All American GP LLC · CIK 0001490402 · Director · 10% owner

PLAINS GP HOLDINGS LP · CIK 0001581990 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Plains AAP, L.P.

Disclosed balance after: 281,224,671

F1 · kind: Pursuant to that certain Omnibus Agreement (the "Omnibus Agreement") dated November 15, 2016, by and among PAA GP Holdings LLC ("PAGP GP"), Plains GP Holdings, L.P. ("PAGP"), Plains All American GP LLC ("GP LLC"), Plains AAP, L.P. ("AAP"), PAA GP LLC and the Issuer, PAA shall issue PAA Common Units to AAP upon additional AAP Class B Units becoming earned. A total of 195,271 AAP Class B Units have become earned units, resulting in the issuance of 183,814 PAA Common Units to AAP (based on a conversion ratio of approximately 0.941 to 1).

F1 · price: Pursuant to that certain Omnibus Agreement (the "Omnibus Agreement") dated November 15, 2016, by and among PAA GP Holdings LLC ("PAGP GP"), Plains GP Holdings, L.P. ("PAGP"), Plains All American GP LLC ("GP LLC"), Plains AAP, L.P. ("AAP"), PAA GP LLC and the Issuer, PAA shall issue PAA Common Units to AAP upon additional AAP Class B Units becoming earned. A total of 195,271 AAP Class B Units have become earned units, resulting in the issuance of 183,814 PAA Common Units to AAP (based on a conversion ratio of approximately 0.941 to 1).

F2 · ownership.nature: PAGP GP is the general partner of PAGP, which is the managing member of GP LLC, which is the general partner of AAP. Each of PAGP GP, PAGP and GP LLC may be deemed to indirectly beneficially own the Common Units directly held by AAP, but disclaim beneficial ownership of such Common Units except to the extent of their respective pecuniary interests therein.

SEC source: 0001615619-18-000084 · edgar.xml · nonDerivative · entry 1

PAA GP Holdings LLC · CIK 0001581928 · Director · 10% owner

Plains AAP, L.P. · CIK 0001490401 · Director · 10% owner

Plains All American GP LLC · CIK 0001490402 · Director · 10% owner

PLAINS GP HOLDINGS LP · CIK 0001581990 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Plains AAP, L.P.

Disclosed balance after: 281,040,857

F1 · kind: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, other than Plains GP Holdings, L.P. ("PAGP") and Plains All American GP LLC ("GP LLC"), has the right, from time to time, to cause AAP to redeem and cancel such partner's AAP Class A units in exchange for the distribution of an equal number of common units representing limited partner interests ("Common Units") of Plains All American Pipeline, L.P. ("PAA") held by AAP (the "Redemption Right"). In connection with the exercise of a Redemption Right, such limited partner must also surrender to PAGP an equal number of Class B shares of PAGP and Company Units of PAA GP Holdings LLC ("PAGP GP").

F2 · kind: On September 28, 2018, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to 183,225 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 183,225 Common Units from AAP to the redeeming partners.

F1 · price: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, other than Plains GP Holdings, L.P. ("PAGP") and Plains All American GP LLC ("GP LLC"), has the right, from time to time, to cause AAP to redeem and cancel such partner's AAP Class A units in exchange for the distribution of an equal number of common units representing limited partner interests ("Common Units") of Plains All American Pipeline, L.P. ("PAA") held by AAP (the "Redemption Right"). In connection with the exercise of a Redemption Right, such limited partner must also surrender to PAGP an equal number of Class B shares of PAGP and Company Units of PAA GP Holdings LLC ("PAGP GP").

F2 · price: On September 28, 2018, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to 183,225 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 183,225 Common Units from AAP to the redeeming partners.

F3 · ownership.nature: PAGP GP is the general partner of PAGP, which is the managing member of GP LLC, which is the general partner of AAP. Each of PAGP GP, PAGP and GP LLC may be deemed to indirectly beneficially own the Common Units directly held by AAP, but disclaim beneficial ownership of such Common Units except to the extent of their respective pecuniary interests therein.

SEC source: 0001615619-18-000078 · edgar.xml · nonDerivative · entry 1

Herbold Chris · CIK 0001497929 · Sr. VP and Chief Acctg Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 34,227

F1 · price: The price in column 4 is a weighted average price. The units were sold in multiple transactions at prices ranging from $26.34 to $26.3750. Reporting Person undertakes to provide to the SEC staff, the Issuer or any unitholder of the Issuer, upon request, full information regarding the number of units sold at each separate price.

SEC source: 0001615619-18-000076 · edgar.xml · derivative · entry 1

Chiang Willie CW · CIK 0001421559 · Director · EVP & COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 500,000

Underlying: Common Units · 500,000 shares

Expires not disclosed

F1 · security: Grant of Phantom Units under Long-Term Incentive Plan (includes associated distribution equivalent rights payable in cash).

F2 · derivative.exercise_price: One common unit is deliverable, upon vesting, for each phantom unit that vests.

F3 · derivative.exercise_date: The phantom units will vest as follows: (i) 25% upon the later of October 1, 2023 and the first distribution date on which PAA will have generated distributable cash flow ("DCF") of at least $3.00 per common unit on a trailing four quarter basis, and (ii) 75% upon the later of October 1, 2023 and the first distribution date on which PAA will have generated DCF of at least $3.50 per common unit on a trailing four quarter basis, in both cases with the initial performance-related measurement period beginning January 1, 2021. Any phantom units that have not vested by October 1, 2025 will expire at that time.

F3 · derivative.expiration_date: The phantom units will vest as follows: (i) 25% upon the later of October 1, 2023 and the first distribution date on which PAA will have generated distributable cash flow ("DCF") of at least $3.00 per common unit on a trailing four quarter basis, and (ii) 75% upon the later of October 1, 2023 and the first distribution date on which PAA will have generated DCF of at least $3.50 per common unit on a trailing four quarter basis, in both cases with the initial performance-related measurement period beginning January 1, 2021. Any phantom units that have not vested by October 1, 2025 will expire at that time.

SEC source: 0001615619-18-000074 · edgar.xml · derivative · entry 1

Herbold Chris · CIK 0001497929 · Sr. VP and Chief Acctg Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,000

Underlying: Common Units · 9,000 shares

Expires not disclosed

F1 · security: Grant of Phantom Units under Long-Term Incentive Plan (includes associated distribution equivalent rights payable in cash).

F2 · derivative.exercise_price: One common unit is deliverable, upon vesting, for each phantom unit that vests.

F3 · derivative.exercise_date: The phantom units will vest as follows: (i) one-third on the August 2019 distribution date, (ii) one-sixth on the August 2020 distribution date, (iii) one-sixth on the August 2021 distribution date, (iv) one-sixth on the date on which PAA generates distributable cash flow ("DCF") of at least $2.50 per common unit on a trailing four quarter basis; however, in the event such $2.50 DCF per common unit threshold is not met on or prior to the August 2022 distribution date, the applicable phantom units will vest on such distribution date provided that on or prior to such date, PAA shall have achieved a trailing four quarter DCF per common unit of at least $2.30, and

F4 · derivative.exercise_date: (v) one-sixth on the date on which PAA generates DCF of at least $2.65 per common unit on a trailing four quarter basis; however, in the event such $2.65 DCF per common unit threshold is not met on or prior to the August 2022 distribution date, the applicable phantom units will vest on such distribution date provided that on or prior to such date, PAA shall have achieved a trailing four quarter DCF per common unit of at least $2.30. Any phantom units that have not vested as of the August 2022 distribution date will expire at that time.

F3 · derivative.expiration_date: The phantom units will vest as follows: (i) one-third on the August 2019 distribution date, (ii) one-sixth on the August 2020 distribution date, (iii) one-sixth on the August 2021 distribution date, (iv) one-sixth on the date on which PAA generates distributable cash flow ("DCF") of at least $2.50 per common unit on a trailing four quarter basis; however, in the event such $2.50 DCF per common unit threshold is not met on or prior to the August 2022 distribution date, the applicable phantom units will vest on such distribution date provided that on or prior to such date, PAA shall have achieved a trailing four quarter DCF per common unit of at least $2.30, and

F4 · derivative.expiration_date: (v) one-sixth on the date on which PAA generates DCF of at least $2.65 per common unit on a trailing four quarter basis; however, in the event such $2.65 DCF per common unit threshold is not met on or prior to the August 2022 distribution date, the applicable phantom units will vest on such distribution date provided that on or prior to such date, PAA shall have achieved a trailing four quarter DCF per common unit of at least $2.30. Any phantom units that have not vested as of the August 2022 distribution date will expire at that time.

SEC source: 0001615619-18-000056 · edgar.xml · derivative · entry 2

Burk Victor · CIK 0001375349 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,000

Underlying: Common Units · 5,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: One Common Unit is deliverable, upon vesting, for each Phantom Unit that vests.

F2 · derivative.exercise_date: Phantom Units vest annually on August distribution date.

F3 · derivative.expiration_date: Upon termination of service as director, other than because of death, disability or retirement.

SEC source: 0001615619-18-000056 · edgar.xml · nonDerivative · entry 1

Burk Victor · CIK 0001375349 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,043

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001615619-18-000054 · edgar.xml · derivative · entry 2

PETERSEN GARY R · CIK 0001181757 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,250

Underlying: Common Units · 3,750 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: One common unit is deliverable, upon vesting, for each phantom unit that vests.

F2 · derivative.exercise_date: Phantom Units vest annually on August distribution date.

F3 · derivative.expiration_date: Upon termination of service as director, other than because of death, disability or retirement.

SEC source: 0001615619-18-000054 · edgar.xml · nonDerivative · entry 1

PETERSEN GARY R · CIK 0001181757 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 56,950

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001615619-18-000052 · edgar.xml · derivative · entry 4

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,250

Underlying: Common Units · 3,750 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: One common unit is deliverable, upon vesting, for each phantom unit that vests.

F2 · derivative.exercise_date: Phantom Units vest annually on August distribution date.

F3 · derivative.expiration_date: Upon termination of service as director, other than because of death or disability.

SEC source: 0001615619-18-000052 · edgar.xml · nonDerivative · entry 1

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,750

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001615619-18-000050 · edgar.xml · derivative · entry 5

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,500

Underlying: Common Units · 2,500 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: One common unit is deliverable, upon vesting, for each phantom unit that vests.

F2 · derivative.exercise_date: Phantom Units vest annually on August distribution date.

F3 · derivative.expiration_date: Upon termination of service as director, other than because of death, disability or retirement.

SEC source: 0001615619-18-000050 · edgar.xml · nonDerivative · entry 1

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Family Trust

Disclosed balance after: 192,257

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001615619-18-000048 · edgar.xml · derivative · entry 4

SYMONDS J TAFT · CIK 0001063934 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,000

Underlying: Common Units · 5,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: One common unit is deliverable, upon vesting, for each phantom unit that vests.

F2 · derivative.exercise_date: Phantom Units vest annually on August distribution date.

F3 · derivative.expiration_date: Upon termination of service as director, other than because of death, disability or retirement.

SEC source: 0001615619-18-000048 · edgar.xml · nonDerivative · entry 1

SYMONDS J TAFT · CIK 0001063934 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 87,225

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001615619-18-000046 · edgar.xml · derivative · entry 3

Herbold Chris · CIK 0001497929 · VP-Acctg & Chief Acctg Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Units · 14,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 1-for-1 Common Units for Phantom Units granted under long-term incentive plan.

F2 · derivative.expiration_date: N/A

SEC source: 0001615619-18-000046 · edgar.xml · nonDerivative · entry 2

Herbold Chris · CIK 0001497929 · VP-Acctg & Chief Acctg Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 44,818

SEC source: 0001615619-18-000046 · edgar.xml · nonDerivative · entry 1

Herbold Chris · CIK 0001497929 · VP-Acctg & Chief Acctg Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 48,227

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001615619-18-000044 · edgar.xml · derivative · entry 3

Nerbonne Daniel J · CIK 0001316997 · EVP - Operations & Engineering

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Units · 18,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 1-for-1 Common Units for Phantom Units granted under long-term incentive plan.

F2 · derivative.expiration_date: N/A

SEC source: 0001615619-18-000044 · edgar.xml · nonDerivative · entry 2

Nerbonne Daniel J · CIK 0001316997 · EVP - Operations & Engineering

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,594

SEC source: 0001615619-18-000044 · edgar.xml · nonDerivative · entry 1

Nerbonne Daniel J · CIK 0001316997 · EVP - Operations & Engineering

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,077

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001615619-18-000042 · edgar.xml · derivative · entry 3

McGee Richard K. · CIK 0001490023 · EVP, General Counsel & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Units · 30,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 1-for-1 Common Units for Phantom Units granted under long-term incentive plan.

F2 · derivative.expiration_date: N/A

SEC source: 0001615619-18-000042 · edgar.xml · nonDerivative · entry 2

McGee Richard K. · CIK 0001490023 · EVP, General Counsel & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 154,052

SEC source: 0001615619-18-000042 · edgar.xml · nonDerivative · entry 1

McGee Richard K. · CIK 0001490023 · EVP, General Counsel & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 165,215

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001615619-18-000040 · edgar.xml · derivative · entry 3

Swanson Al · CIK 0001292270 · Executive VP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Units · 33,333 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 1-for-1 Common Units for Phantom Units granted under long-term incentive plan.

F2 · derivative.expiration_date: N/A

SEC source: 0001615619-18-000040 · edgar.xml · nonDerivative · entry 2

Swanson Al · CIK 0001292270 · Executive VP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 146,040

SEC source: 0001615619-18-000040 · edgar.xml · nonDerivative · entry 1

Swanson Al · CIK 0001292270 · Executive VP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 158,548

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001615619-18-000038 · edgar.xml · derivative · entry 4

PEFANIS HARRY N · CIK 0001217250 · Director · President & COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Units · 45,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 1-for-1 Common Units for Phantom Units granted under long-term incentive plan.

F2 · derivative.expiration_date: N/A

SEC source: 0001615619-18-000038 · edgar.xml · nonDerivative · entry 2

PEFANIS HARRY N · CIK 0001217250 · Director · President & COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 780,194

SEC source: 0001615619-18-000038 · edgar.xml · nonDerivative · entry 1

PEFANIS HARRY N · CIK 0001217250 · Director · President & COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 792,532

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001615619-18-000036 · edgar.xml · derivative · entry 3

ARMSTRONG GREG L · CIK 0001184537 · Director · Chairman of the Board & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Units · 50,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 1-for-1 Common Units for Phantom Units granted under long-term incentive plan.

F2 · derivative.expiration_date: N/A

SEC source: 0001615619-18-000036 · edgar.xml · nonDerivative · entry 2

ARMSTRONG GREG L · CIK 0001184537 · Director · Chairman of the Board & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,508,418

SEC source: 0001615619-18-000036 · edgar.xml · nonDerivative · entry 1

ARMSTRONG GREG L · CIK 0001184537 · Director · Chairman of the Board & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,522,850

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001615619-18-000034 · edgar.xml · nonDerivative · entry 1

PAA GP Holdings LLC · CIK 0001581928 · Director · 10% owner

Plains AAP, L.P. · CIK 0001490401 · Director · 10% owner

Plains All American GP LLC · CIK 0001490402 · Director · 10% owner

PLAINS GP HOLDINGS LP · CIK 0001581990 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Plains AAP, L.P.

Disclosed balance after: 281,224,082

F1 · kind: Pursuant to that certain Omnibus Agreement (the "Omnibus Agreement") dated November 15, 2016, by and among PAA GP Holdings LLC ("PAGP GP"), Plains GP Holdings, L.P. ("PAGP"), Plains All American GP LLC ("GP LLC"), Plains AAP, L.P. ("AAP"), PAA GP LLC and Plains All American Pipeline, L.P. ("PAA"), AAP is obligated to issue to PAGP a number of AAP Class A units equal to the number of PAGP Class A shares issued upon vesting of awards under PAGP's long-term incentive plan. The Omnibus Agreement also provides that immediately following such issuance, PAA is obligated to issue to AAP an equivalent number of PAA Common Units. On August 14, 2018, a total of 11,250 PAGP Class A shares were issued in connection with the vesting of outstanding LTIP awards under PAGP's long-term incentive plan. An equal number of AAP Class A units was issued to PAGP and an equal number of PAA Common Units was issued to AAP.

F1 · price: Pursuant to that certain Omnibus Agreement (the "Omnibus Agreement") dated November 15, 2016, by and among PAA GP Holdings LLC ("PAGP GP"), Plains GP Holdings, L.P. ("PAGP"), Plains All American GP LLC ("GP LLC"), Plains AAP, L.P. ("AAP"), PAA GP LLC and Plains All American Pipeline, L.P. ("PAA"), AAP is obligated to issue to PAGP a number of AAP Class A units equal to the number of PAGP Class A shares issued upon vesting of awards under PAGP's long-term incentive plan. The Omnibus Agreement also provides that immediately following such issuance, PAA is obligated to issue to AAP an equivalent number of PAA Common Units. On August 14, 2018, a total of 11,250 PAGP Class A shares were issued in connection with the vesting of outstanding LTIP awards under PAGP's long-term incentive plan. An equal number of AAP Class A units was issued to PAGP and an equal number of PAA Common Units was issued to AAP.

F2 · ownership.nature: PAGP GP is the general partner of PAGP, which is the managing member of GP LLC, which is the general partner of AAP. Each of PAGP GP, PAGP and GP LLC may be deemed to indirectly beneficially own the Common Units directly held by AAP, but disclaim beneficial ownership of such Common Units except to the extent of their respective pecuniary interests therein.

SEC source: 0001638385-20-000002 · primary_doc.xml · nonDerivative · entry 1

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Family Trust. See footnote

Disclosed balance after: 210,278

F1 · ownership.nature: Private transaction between affiliated entities for estate planning purposes. The purchase of units was consideration paid for real property.

SEC source: 0001304186-18-000007 · primary_doc.xml · derivative · entry 3

KAFU Holdings (QP), L.P. · CIK 0001638385 · Director · See remaks

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 16,863,251

Underlying: Common Units · 520,709 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_date: 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 June 29, 2018, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 520,709 Class A Units.

F2 · derivative.exercise_date: KAFU Holdings (QP), L.P. ("KAFU") owns an equivalent number of Class A Units, Class B Shares and GP Units. KACALP is the manager of the general partner of KAFU and may be deemed to beneficially own the Class A Units, Class B Shares and GP Units held by KAFU.

F1 · derivative.expiration_date: 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 June 29, 2018, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 520,709 Class A Units.

F2 · derivative.expiration_date: KAFU Holdings (QP), L.P. ("KAFU") owns an equivalent number of Class A Units, Class B Shares and GP Units. KACALP is the manager of the general partner of KAFU and may be deemed to beneficially own the Class A Units, Class B Shares and GP Units held by KAFU.

F4 · balance_after: In a simultaneous transaction, KAFU exercised the exchange right provided for in the limited partnership agreement of AAP pursuant to which 935,092 Class A Units, Class B Shares and GP Units were exchanged for a like number of PAGP Class A Shares. The number of derivative securities owned reflects both the redemption transaction reported herein and the simultaneous exchange transaction.

F1 · ownership.nature: 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 June 29, 2018, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 520,709 Class A Units.

F2 · ownership.nature: KAFU Holdings (QP), L.P. ("KAFU") owns an equivalent number of Class A Units, Class B Shares and GP Units. KACALP is the manager of the general partner of KAFU and may be deemed to beneficially own the Class A Units, Class B Shares and GP Units held by KAFU.

SEC source: 0001304186-18-000007 · primary_doc.xml · nonDerivative · entry 2

KAFU Holdings (QP), L.P. · CIK 0001638385 · Director · See remaks

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F1 · ownership.nature: 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 June 29, 2018, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 520,709 Class A Units.

F2 · ownership.nature: KAFU Holdings (QP), L.P. ("KAFU") owns an equivalent number of Class A Units, Class B Shares and GP Units. KACALP is the manager of the general partner of KAFU and may be deemed to beneficially own the Class A Units, Class B Shares and GP Units held by KAFU.

F3 · ownership.nature: The reported transactions involve an in-kind distribution to redeeming limited partners of KAFU Holdings (QP), L.P.

SEC source: 0001304186-18-000007 · primary_doc.xml · nonDerivative · entry 1

KAFU Holdings (QP), L.P. · CIK 0001638385 · Director · See remaks

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 520,709

F1 · ownership.nature: 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 June 29, 2018, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 520,709 Class A Units.

F2 · ownership.nature: KAFU Holdings (QP), L.P. ("KAFU") owns an equivalent number of Class A Units, Class B Shares and GP Units. KACALP is the manager of the general partner of KAFU and may be deemed to beneficially own the Class A Units, Class B Shares and GP Units held by KAFU.

F3 · ownership.nature: The reported transactions involve an in-kind distribution to redeeming limited partners of KAFU Holdings (QP), L.P.

SEC source: 0001615619-18-000032 · edgar.xml · nonDerivative · entry 1

PAA GP Holdings LLC · CIK 0001581928 · Director · 10% owner

Plains AAP, L.P. · CIK 0001490401 · Director · 10% owner

Plains All American GP LLC · CIK 0001490402 · Director · 10% owner

PLAINS GP HOLDINGS LP · CIK 0001581990 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Plains AAP, L.P.

Disclosed balance after: 281,212,832

F1 · kind: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, other than Plains GP Holdings, L.P. ("PAGP") and Plains All American GP LLC ("GP LLC"), has the right, from time to time, to cause AAP to redeem and cancel such partner's AAP Class A units in exchange for the distribution of an equal number of common units representing limited partner interests ("Common Units") of Plains All American Pipeline, L.P. ("PAA") held by AAP (the "Redemption Right"). In connection with the exercise of a Redemption Right, such limited partner must also surrender to PAGP an equal number of Class B shares of PAGP and Company Units of PAA GP Holdings LLC ("PAGP GP").

F2 · kind: On June 29, 2018, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to 520,709 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 520,709 Common Units from AAP to the redeeming partners.

F1 · price: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, other than Plains GP Holdings, L.P. ("PAGP") and Plains All American GP LLC ("GP LLC"), has the right, from time to time, to cause AAP to redeem and cancel such partner's AAP Class A units in exchange for the distribution of an equal number of common units representing limited partner interests ("Common Units") of Plains All American Pipeline, L.P. ("PAA") held by AAP (the "Redemption Right"). In connection with the exercise of a Redemption Right, such limited partner must also surrender to PAGP an equal number of Class B shares of PAGP and Company Units of PAA GP Holdings LLC ("PAGP GP").

F2 · price: On June 29, 2018, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to 520,709 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 520,709 Common Units from AAP to the redeeming partners.

F3 · ownership.nature: PAGP GP is the general partner of PAGP, which is the managing member of GP LLC, which is the general partner of AAP. Each of PAGP GP, PAGP and GP LLC may be deemed to indirectly beneficially own the Common Units directly held by AAP, but disclaim beneficial ownership of such Common Units except to the extent of their respective pecuniary interests therein.

SEC source: 0001615619-18-000030 · edgar.xml · nonDerivative · entry 1

PAA GP Holdings LLC · CIK 0001581928 · Director · 10% owner

Plains AAP, L.P. · CIK 0001490401 · Director · 10% owner

Plains All American GP LLC · CIK 0001490402 · Director · 10% owner

PLAINS GP HOLDINGS LP · CIK 0001581990 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Plains AAP, L.P.

Disclosed balance after: 281,733,541

F1 · kind: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, other than Plains GP Holdings, L.P. ("PAGP") and Plains All American GP LLC ("GP LLC"), has the right, from time to time, to cause AAP to redeem and cancel such partner's AAP Class A units in exchange for the distribution of an equal number of common units representing limited partner interests ("Common Units") of Plains All American Pipeline, L.P. ("PAA") held by AAP (the "Redemption Right"). In connection with the exercise of a Redemption Right, such limited partner must also surrender to PAGP an equal number of Class B shares of PAGP and Company Units of PAA GP Holdings LLC ("PAGP GP").

F2 · kind: On June 13, 2018, one of AAP's limited partners exercised the Redemption Right with respect to 393,601 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 393,601 Common Units from AAP to the redeeming partner.

F1 · price: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, other than Plains GP Holdings, L.P. ("PAGP") and Plains All American GP LLC ("GP LLC"), has the right, from time to time, to cause AAP to redeem and cancel such partner's AAP Class A units in exchange for the distribution of an equal number of common units representing limited partner interests ("Common Units") of Plains All American Pipeline, L.P. ("PAA") held by AAP (the "Redemption Right"). In connection with the exercise of a Redemption Right, such limited partner must also surrender to PAGP an equal number of Class B shares of PAGP and Company Units of PAA GP Holdings LLC ("PAGP GP").

F2 · price: On June 13, 2018, one of AAP's limited partners exercised the Redemption Right with respect to 393,601 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 393,601 Common Units from AAP to the redeeming partner.

F3 · ownership.nature: PAGP GP is the general partner of PAGP, which is the managing member of GP LLC, which is the general partner of AAP. Each of PAGP GP, PAGP and GP LLC may be deemed to indirectly beneficially own the Common Units directly held by AAP, but disclaim beneficial ownership of such Common Units except to the extent of their respective pecuniary interests therein.

SEC source: 0001615619-18-000028 · edgar.xml · nonDerivative · entry 1

PAA GP Holdings LLC · CIK 0001581928 · Director · 10% owner

Plains AAP, L.P. · CIK 0001490401 · Director · 10% owner

Plains All American GP LLC · CIK 0001490402 · Director · 10% owner

PLAINS GP HOLDINGS LP · CIK 0001581990 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Plains AAP, L.P.

Disclosed balance after: 282,127,142

F1 · kind: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, other than Plains GP Holdings, L.P. ("PAGP") and Plains All American GP LLC ("GP LLC"), has the right, from time to time, to cause AAP to redeem and cancel such partner's AAP Class A units in exchange for the distribution of an equal number of common units representing limited partner interests ("Common Units") of Plains All American Pipeline, L.P. ("PAA") held by AAP (the "Redemption Right"). In connection with the exercise of a Redemption Right, such limited partner must also surrender to PAGP an equal number of Class B shares of PAGP and Company Units of PAA GP Holdings LLC ("PAGP GP").

F2 · kind: On May 24, 2018, one of AAP's limited partners exercised the Redemption Right with respect to 1,769,717 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 1,769,717 Common Units from AAP to the redeeming partner.

F1 · price: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, other than Plains GP Holdings, L.P. ("PAGP") and Plains All American GP LLC ("GP LLC"), has the right, from time to time, to cause AAP to redeem and cancel such partner's AAP Class A units in exchange for the distribution of an equal number of common units representing limited partner interests ("Common Units") of Plains All American Pipeline, L.P. ("PAA") held by AAP (the "Redemption Right"). In connection with the exercise of a Redemption Right, such limited partner must also surrender to PAGP an equal number of Class B shares of PAGP and Company Units of PAA GP Holdings LLC ("PAGP GP").

F2 · price: On May 24, 2018, one of AAP's limited partners exercised the Redemption Right with respect to 1,769,717 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 1,769,717 Common Units from AAP to the redeeming partner.

F3 · ownership.nature: PAGP GP is the general partner of PAGP, which is the managing member of GP LLC, which is the general partner of AAP. Each of PAGP GP, PAGP and GP LLC may be deemed to indirectly beneficially own the Common Units directly held by AAP, but disclaim beneficial ownership of such Common Units except to the extent of their respective pecuniary interests therein.

SEC source: 0001615619-18-000026 · edgar.xml · nonDerivative · entry 1

PAA GP Holdings LLC · CIK 0001581928 · Director · 10% owner

Plains AAP, L.P. · CIK 0001490401 · Director · 10% owner

Plains All American GP LLC · CIK 0001490402 · Director · 10% owner

PLAINS GP HOLDINGS LP · CIK 0001581990 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Plains AAP, L.P.

Disclosed balance after: 283,896,859

F1 · kind: Pursuant to that certain Omnibus Agreement (the "Omnibus Agreement") dated November 15, 2016, by and among PAA GP Holdings LLC ("PAGP GP"), Plains GP Holdings, L.P. ("PAGP"), Plains All American GP LLC ("GP LLC"), Plains AAP, L.P. ("AAP"), PAA GP LLC and the Issuer, PAA shall issue PAA Common Units to AAP upon additional AAP Class B Units becoming earned. A total of 399,259 AAP Class B Units have become earned units, resulting in the issuance of 375,835 PAA Common Units to AAP (based on a conversion ratio of approximately 0.941 to 1).

F1 · price: Pursuant to that certain Omnibus Agreement (the "Omnibus Agreement") dated November 15, 2016, by and among PAA GP Holdings LLC ("PAGP GP"), Plains GP Holdings, L.P. ("PAGP"), Plains All American GP LLC ("GP LLC"), Plains AAP, L.P. ("AAP"), PAA GP LLC and the Issuer, PAA shall issue PAA Common Units to AAP upon additional AAP Class B Units becoming earned. A total of 399,259 AAP Class B Units have become earned units, resulting in the issuance of 375,835 PAA Common Units to AAP (based on a conversion ratio of approximately 0.941 to 1).

F2 · ownership.nature: PAGP GP is the general partner of PAGP, which is the managing member of GP LLC, which is the general partner of AAP. Each of PAGP GP, PAGP and GP LLC may be deemed to indirectly beneficially own the Common Units directly held by AAP, but disclaim beneficial ownership of such Common Units except to the extent of their respective pecuniary interests therein.

SEC source: 0001615619-18-000024 · edgar.xml · nonDerivative · entry 2

PAA GP Holdings LLC · CIK 0001581928 · Director · 10% owner

Plains AAP, L.P. · CIK 0001490401 · Director · 10% owner

Plains All American GP LLC · CIK 0001490402 · Director · 10% owner

PLAINS GP HOLDINGS LP · CIK 0001581990 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Plains AAP, L.P.

Disclosed balance after: 283,521,024

F1 · kind: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, other than Plains GP Holdings, L.P. ("PAGP") and Plains All American GP LLC ("GP LLC"), has the right, from time to time, to cause AAP to redeem and cancel such partner's AAP Class A units in exchange for the distribution of an equal number of common units representing limited partner interests ("Common Units") of Plains All American Pipeline, L.P. ("PAA") held by AAP (the "Redemption Right"). In connection with the exercise of a Redemption Right, such limited partner must also surrender to PAGP an equal number of Class B shares of PAGP and Company Units of PAA GP Holdings LLC ("PAGP GP").

F4 · kind: On April 19, 2018, one of AAP's limited partners exercised the Redemption Right with respect to 100,000 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 100,000 Common Units from AAP to the redeeming partner.

F1 · price: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, other than Plains GP Holdings, L.P. ("PAGP") and Plains All American GP LLC ("GP LLC"), has the right, from time to time, to cause AAP to redeem and cancel such partner's AAP Class A units in exchange for the distribution of an equal number of common units representing limited partner interests ("Common Units") of Plains All American Pipeline, L.P. ("PAA") held by AAP (the "Redemption Right"). In connection with the exercise of a Redemption Right, such limited partner must also surrender to PAGP an equal number of Class B shares of PAGP and Company Units of PAA GP Holdings LLC ("PAGP GP").

F4 · price: On April 19, 2018, one of AAP's limited partners exercised the Redemption Right with respect to 100,000 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 100,000 Common Units from AAP to the redeeming partner.

F3 · ownership.nature: PAGP GP is the general partner of PAGP, which is the managing member of GP LLC, which is the general partner of AAP. Each of PAGP GP, PAGP and GP LLC may be deemed to indirectly beneficially own the Common Units directly held by AAP, but disclaim beneficial ownership of such Common Units except to the extent of their respective pecuniary interests therein.

SEC source: 0001615619-18-000024 · edgar.xml · nonDerivative · entry 1

PAA GP Holdings LLC · CIK 0001581928 · Director · 10% owner

Plains AAP, L.P. · CIK 0001490401 · Director · 10% owner

Plains All American GP LLC · CIK 0001490402 · Director · 10% owner

PLAINS GP HOLDINGS LP · CIK 0001581990 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Plains AAP, L.P.

Disclosed balance after: 283,621,024

F1 · kind: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, other than Plains GP Holdings, L.P. ("PAGP") and Plains All American GP LLC ("GP LLC"), has the right, from time to time, to cause AAP to redeem and cancel such partner's AAP Class A units in exchange for the distribution of an equal number of common units representing limited partner interests ("Common Units") of Plains All American Pipeline, L.P. ("PAA") held by AAP (the "Redemption Right"). In connection with the exercise of a Redemption Right, such limited partner must also surrender to PAGP an equal number of Class B shares of PAGP and Company Units of PAA GP Holdings LLC ("PAGP GP").

F2 · kind: On April 18, 2018, one of AAP's limited partners exercised the Redemption Right with respect to 300,000 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 300,000 Common Units from AAP to the redeeming partner.

F1 · price: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, other than Plains GP Holdings, L.P. ("PAGP") and Plains All American GP LLC ("GP LLC"), has the right, from time to time, to cause AAP to redeem and cancel such partner's AAP Class A units in exchange for the distribution of an equal number of common units representing limited partner interests ("Common Units") of Plains All American Pipeline, L.P. ("PAA") held by AAP (the "Redemption Right"). In connection with the exercise of a Redemption Right, such limited partner must also surrender to PAGP an equal number of Class B shares of PAGP and Company Units of PAA GP Holdings LLC ("PAGP GP").

F2 · price: On April 18, 2018, one of AAP's limited partners exercised the Redemption Right with respect to 300,000 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 300,000 Common Units from AAP to the redeeming partner.

F3 · ownership.nature: PAGP GP is the general partner of PAGP, which is the managing member of GP LLC, which is the general partner of AAP. Each of PAGP GP, PAGP and GP LLC may be deemed to indirectly beneficially own the Common Units directly held by AAP, but disclaim beneficial ownership of such Common Units except to the extent of their respective pecuniary interests therein.

SEC source: 0001615619-18-000022 · edgar.xml · nonDerivative · entry 1

PAA GP Holdings LLC · CIK 0001581928 · Director · 10% owner

Plains AAP, L.P. · CIK 0001490401 · Director · 10% owner

Plains All American GP LLC · CIK 0001490402 · Director · 10% owner

PLAINS GP HOLDINGS LP · CIK 0001581990 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Plains AAP, L.P.

Disclosed balance after: 283,921,024

F1 · kind: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, other than Plains GP Holdings, L.P. ("PAGP") and Plains All American GP LLC ("GP LLC"), has the right, from time to time, to cause AAP to redeem and cancel such partner's AAP Class A units in exchange for the distribution of an equal number of common units representing limited partner interests ("Common Units") of Plains All American Pipeline, L.P. ("PAA") held by AAP (the "Redemption Right"). In connection with the exercise of a Redemption Right, such limited partner must also surrender to PAGP an equal number of Class B shares of PAGP and Company Units of PAA GP Holdings LLC ("PAGP GP").

F2 · kind: On March 28, 2018, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to 39,224 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 39,224 Common Units from AAP to the redeeming partners.

F1 · price: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), each limited partner of AAP, other than Plains GP Holdings, L.P. ("PAGP") and Plains All American GP LLC ("GP LLC"), has the right, from time to time, to cause AAP to redeem and cancel such partner's AAP Class A units in exchange for the distribution of an equal number of common units representing limited partner interests ("Common Units") of Plains All American Pipeline, L.P. ("PAA") held by AAP (the "Redemption Right"). In connection with the exercise of a Redemption Right, such limited partner must also surrender to PAGP an equal number of Class B shares of PAGP and Company Units of PAA GP Holdings LLC ("PAGP GP").

F2 · price: On March 28, 2018, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to 39,224 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 39,224 Common Units from AAP to the redeeming partners.

F3 · ownership.nature: PAGP GP is the general partner of PAGP, which is the managing member of GP LLC, which is the general partner of AAP. Each of PAGP GP, PAGP and GP LLC may be deemed to indirectly beneficially own the Common Units directly held by AAP, but disclaim beneficial ownership of such Common Units except to the extent of their respective pecuniary interests therein.

SEC source: 0001304186-18-000004 · primary_doc.xml · derivative · entry 3

KAFU Holdings (QP), L.P. · CIK 0001638385 · Director · See Remaks

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 18,319,052

Underlying: Common Units · 39,224 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_date: The Eight 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 28, 2018, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 39,224 Class A Units.

F2 · derivative.exercise_date: KAFU Holdings (QP), L.P. ("KAFU") owns an equivalent number of Class A Units, Class B Shares and GP Units. KACALP is the manager of the general partner of KAFU and may be deemed to beneficially own the Class A Units, Class B Shares and GP Units held by KAFU.

F1 · derivative.expiration_date: The Eight 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 28, 2018, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 39,224 Class A Units.

F2 · derivative.expiration_date: KAFU Holdings (QP), L.P. ("KAFU") owns an equivalent number of Class A Units, Class B Shares and GP Units. KACALP is the manager of the general partner of KAFU and may be deemed to beneficially own the Class A Units, Class B Shares and GP Units held by KAFU.

F4 · balance_after: In a simultaneous transaction, KAFU exercised the exchange right provided for in the limited partnership agreement of AAP pursuant to which 7,899 Class A Units, Class B Shares and GP Units were exchanged for a like number of PAGP Class A Shares. The number of derivative securities owned reflects both the redemption transaction reported herein and the simultaneous exchange transaction.

F1 · ownership.nature: The Eight 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 28, 2018, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 39,224 Class A Units.

F2 · ownership.nature: KAFU Holdings (QP), L.P. ("KAFU") owns an equivalent number of Class A Units, Class B Shares and GP Units. KACALP is the manager of the general partner of KAFU and may be deemed to beneficially own the Class A Units, Class B Shares and GP Units held by KAFU.