PAA

SEC source: 0001304186-18-000004 · primary_doc.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

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.

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

SEC source: 0001304186-18-000004 · primary_doc.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 39,224

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.

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

SEC source: 0001615619-18-000018 · edgar.xml · derivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,000

Underlying: common units · 15,000 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 on the May 2021 distribution date; provided, however, that 50% of the phantom units may vest prior to that date if and when PAA generates distributable cash flow of $2.30 per unit on a trailing four quarter basis.

F3 · derivative.expiration_date: The phantom units will vest on the May 2021 distribution date; provided, however, that 50% of the phantom units may vest prior to that date if and when PAA generates distributable cash flow of $2.30 per unit on a trailing four quarter basis.

SEC source: 0001615619-18-000020 · edgar.xml · derivative · entry 1

Swanson Al · CIK 0001292270 · Executive VP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,000

Underlying: common units · 30,000 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 on the May 2021 distribution date; provided, however, that 50% of the phantom units may vest prior to that date if and when PAA generates distributable cash flow of $2.30 per unit on a trailing four quarter basis.

F3 · derivative.expiration_date: The phantom units will vest on the May 2021 distribution date; provided, however, that 50% of the phantom units may vest prior to that date if and when PAA generates distributable cash flow of $2.30 per unit on a trailing four quarter basis.

SEC source: 0001615619-18-000016 · edgar.xml · derivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 50,000

Underlying: common units · 50,000 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 on the May 2021 distribution date; provided, however, that 50% of the phantom units may vest prior to that date if and when PAA generates distributable cash flow of $2.30 per unit on a trailing four quarter basis.

F3 · derivative.expiration_date: The phantom units will vest on the May 2021 distribution date; provided, however, that 50% of the phantom units may vest prior to that date if and when PAA generates distributable cash flow of $2.30 per unit on a trailing four quarter basis.

SEC source: 0001615619-18-000014 · edgar.xml · derivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,000

Underlying: common units · 25,000 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 on the May 2021 distribution date; provided, however, that 50% of the phantom units may vest prior to that date if and when PAA generates distributable cash flow of $2.30 per unit on a trailing four quarter basis.

F3 · derivative.expiration_date: The phantom units will vest on the May 2021 distribution date; provided, however, that 50% of the phantom units may vest prior to that date if and when PAA generates distributable cash flow of $2.30 per unit on a trailing four quarter basis.

SEC source: 0001615619-18-000012 · edgar.xml · derivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,000

Underlying: common units · 25,000 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 on the May 2021 distribution date; provided, however, that 50% of the phantom units may vest prior to that date if and when PAA generates distributable cash flow of $2.30 per unit on a trailing four quarter basis.

F3 · derivative.expiration_date: The phantom units will vest on the May 2021 distribution date; provided, however, that 50% of the phantom units may vest prior to that date if and when PAA generates distributable cash flow of $2.30 per unit on a trailing four quarter basis.

SEC source: 0001615619-18-000006 · edgar.xml · nonDerivative · entry 2

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Spouse

Disclosed balance after: 10,017

F1 · kind: On January 2, 2018, the reporting person and his spouse each withdrew 9,079 common units of PAA from their respective grantor retained annuity trusts in exchange for the contribution of cash and bonds having equivalent value. The withdrawal of units from the GRATs resulted in a decrease in the number of units beneficially owned indirectly through the GRATS, and a corresponding increase in the number of units beneficially owned directly and indirectly through spouse. The reporting person believes that the withdrawal of units from the GRATs constitutes a change in form of beneficial ownership, which is exempt under Rule 16a-13 of the Exchange Act.

F2 · ownership.direct: All units owned by the reporting person and his spouse, including the withdrawn units, were subsequently contributed to newly-created GRATs and are now beneficially owned indirectly as follows: 10,016 units are beneficially owned indirectly through the reporting person's 2018 GRAT, and 10,017 units are beneficially owned indirectly through the 2018 GRAT of the reporting person's spouse. The contributions of units to the 2018 GRATs are also exempt under Rule 16a-13 of the Exchange Act.

SEC source: 0001615619-18-000006 · edgar.xml · nonDerivative · entry 1

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,016

F1 · kind: On January 2, 2018, the reporting person and his spouse each withdrew 9,079 common units of PAA from their respective grantor retained annuity trusts in exchange for the contribution of cash and bonds having equivalent value. The withdrawal of units from the GRATs resulted in a decrease in the number of units beneficially owned indirectly through the GRATS, and a corresponding increase in the number of units beneficially owned directly and indirectly through spouse. The reporting person believes that the withdrawal of units from the GRATs constitutes a change in form of beneficial ownership, which is exempt under Rule 16a-13 of the Exchange Act.

F2 · ownership.direct: All units owned by the reporting person and his spouse, including the withdrawn units, were subsequently contributed to newly-created GRATs and are now beneficially owned indirectly as follows: 10,016 units are beneficially owned indirectly through the reporting person's 2018 GRAT, and 10,017 units are beneficially owned indirectly through the 2018 GRAT of the reporting person's spouse. The contributions of units to the 2018 GRATs are also exempt under Rule 16a-13 of the Exchange Act.

SEC source: 0001615619-17-000112 · 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: 283,960,248

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 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate of 551,323 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 551,323 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 December 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate of 551,323 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 551,323 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: 0001304186-18-000001 · primary_doc.xml · derivative · entry 3

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

KAFU HOLDINGS, L.P. · CIK 0001590015 · Director · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 18,366,175

Underlying: Common Units · 551,323 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 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 December 29, 2017, KAFU Holdings, L.P., and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 551,323 Class A Units.

F2 · derivative.exercise_date: KAFU Holdings (QP), L.P. and KAFU Holdings, L.P. (collectively, "KAFU") own 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 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 December 29, 2017, KAFU Holdings, L.P., and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 551,323 Class A Units.

F2 · derivative.expiration_date: KAFU Holdings (QP), L.P. and KAFU Holdings, L.P. (collectively, "KAFU") own 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 223,465 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 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 December 29, 2017, KAFU Holdings, L.P., and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 551,323 Class A Units.

F2 · ownership.nature: KAFU Holdings (QP), L.P. and KAFU Holdings, L.P. (collectively, "KAFU") own 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: 0001304186-18-000001 · primary_doc.xml · nonDerivative · entry 2

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

KAFU HOLDINGS, L.P. · CIK 0001590015 · Director · See Remarks

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

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 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 December 29, 2017, KAFU Holdings, L.P., and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 551,323 Class A Units.

F2 · ownership.nature: KAFU Holdings (QP), L.P. and KAFU Holdings, L.P. (collectively, "KAFU") own 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. and KAFU Holdings, L.P.

SEC source: 0001304186-18-000001 · primary_doc.xml · nonDerivative · entry 1

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

KAFU HOLDINGS, L.P. · CIK 0001590015 · Director · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 551,323

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 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 December 29, 2017, KAFU Holdings, L.P., and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 551,323 Class A Units.

F2 · ownership.nature: KAFU Holdings (QP), L.P. and KAFU Holdings, L.P. (collectively, "KAFU") own 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. and KAFU Holdings, L.P.

SEC source: 0001615619-18-000004 · edgar.xml · nonDerivative · entry 2

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Spouse

Disclosed balance after: 938

SEC source: 0001615619-18-000004 · edgar.xml · nonDerivative · entry 1

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 937

SEC source: 0001615619-17-000110 · 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: 284,511,571

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 November 30, 2017, KAFU Holdings, L.P., KAFU Holdings, II, L.P, and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate of 1,864,218 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 1,864,218 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 November 30, 2017, KAFU Holdings, L.P., KAFU Holdings, II, L.P, and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate of 1,864,218 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 1,864,218 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: 0001304186-17-000018 · primary_doc.xml · derivative · entry 3

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

KAFU HOLDINGS, L.P. · CIK 0001590015 · Director · See Remarks

KAFU Holdings II, L.P. · CIK 0001590087 · Director · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 19,140,963

Underlying: Common Units · 1,864,218 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 November 30, 2017, KAFU Holdings, L.P., KAFU Holdings II, L.P. and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 1,864,218 Class A Units.

F2 · derivative.exercise_date: KAFU Holdings (QP), L.P., KAFU Holdings, L.P. and KAFU Holdings II, L.P. (collectively, "KAFU") own 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 November 30, 2017, KAFU Holdings, L.P., KAFU Holdings II, L.P. and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 1,864,218 Class A Units.

F2 · derivative.expiration_date: KAFU Holdings (QP), L.P., KAFU Holdings, L.P. and KAFU Holdings II, L.P. (collectively, "KAFU") own 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 44,481 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 November 30, 2017, KAFU Holdings, L.P., KAFU Holdings II, L.P. and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 1,864,218 Class A Units.

F2 · ownership.nature: KAFU Holdings (QP), L.P., KAFU Holdings, L.P. and KAFU Holdings II, L.P. (collectively, "KAFU") own 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: 0001304186-17-000018 · primary_doc.xml · nonDerivative · entry 2

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

KAFU HOLDINGS, L.P. · CIK 0001590015 · Director · See Remarks

KAFU Holdings II, L.P. · CIK 0001590087 · Director · See Remarks

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

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 November 30, 2017, KAFU Holdings, L.P., KAFU Holdings II, L.P. and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 1,864,218 Class A Units.

F2 · ownership.nature: KAFU Holdings (QP), L.P., KAFU Holdings, L.P. and KAFU Holdings II, L.P. (collectively, "KAFU") own 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., KAFU Holdings II, L.P. and KAFU Holdings, L.P.

SEC source: 0001304186-17-000018 · primary_doc.xml · nonDerivative · entry 1

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

KAFU HOLDINGS, L.P. · CIK 0001590015 · Director · See Remarks

KAFU Holdings II, L.P. · CIK 0001590087 · Director · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 1,864,218

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 November 30, 2017, KAFU Holdings, L.P., KAFU Holdings II, L.P. and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 1,864,218 Class A Units.

F2 · ownership.nature: KAFU Holdings (QP), L.P., KAFU Holdings, L.P. and KAFU Holdings II, L.P. (collectively, "KAFU") own 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., KAFU Holdings II, L.P. and KAFU Holdings, L.P.

SEC source: 0001615619-17-000108 · 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: 286,375,789

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 November 28, 2017, a limited partner of AAP exercised the Redemption Right with respect to an aggregate of 385,817 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 385,817 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 November 28, 2017, a limited partner of AAP exercised the Redemption Right with respect to an aggregate of 385,817 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 385,817 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: 0001237769-17-000009 · 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: 286,761,606

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 November 21, 2017, a limited partner of AAP exercised the Redemption Right with respect to 56,328 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 56,328 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 November 21, 2017, a limited partner of AAP exercised the Redemption Right with respect to 56,328 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 56,328 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: 0001615619-17-000106 · edgar.xml · nonDerivative · entry 1

Herbold Chris · CIK 0001497929 · VP-Acctg & 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 $20.24 to $20.26. 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: 0001615619-17-000104 · 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: 286,817,934

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 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate of 1,173,528 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 1,173,528 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 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate of 1,173,528 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 1,173,528 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: 0001304186-17-000014 · primary_doc.xml · derivative · entry 3

KAFU HOLDINGS, L.P. · CIK 0001590015 · Director · See remarks

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

KAFU Holdings II, L.P. · CIK 0001590087 · Director · See remarks

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 21,049,662

Underlying: Common Units · 1,173,528 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"). Prior to November 15, 2017, the Reporting Persons may not exercise their Redemption Right if such exercise would result in the redemption (together with any redemptions by the Reporting Persons) of more than 78% of the Class A Units held by the Reporting Persons on November 15, 2016. The Redemption Right does not expire. (Continued on Footnote 2)

F2 · derivative.exercise_date: On September 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 1,173,528 Class A Units.

F3 · derivative.exercise_date: KAFU Holdings (QP), L.P., KAFU Holdings, L.P. and KAFU Holdings II, L.P. (Collectively, "KAFU") own 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"). Prior to November 15, 2017, the Reporting Persons may not exercise their Redemption Right if such exercise would result in the redemption (together with any redemptions by the Reporting Persons) of more than 78% of the Class A Units held by the Reporting Persons on November 15, 2016. The Redemption Right does not expire. (Continued on Footnote 2)

F2 · derivative.expiration_date: On September 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 1,173,528 Class A Units.

F3 · derivative.expiration_date: KAFU Holdings (QP), L.P., KAFU Holdings, L.P. and KAFU Holdings II, L.P. (Collectively, "KAFU") own 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.

F5 · balance_after: In a simultaneous transaction, KAFU exercised the exchange right provided for in the limited partnership agreement of AAP pursuant to which 38,267 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"). Prior to November 15, 2017, the Reporting Persons may not exercise their Redemption Right if such exercise would result in the redemption (together with any redemptions by the Reporting Persons) of more than 78% of the Class A Units held by the Reporting Persons on November 15, 2016. The Redemption Right does not expire. (Continued on Footnote 2)

F2 · ownership.nature: On September 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 1,173,528 Class A Units.

F3 · ownership.nature: KAFU Holdings (QP), L.P., KAFU Holdings, L.P. and KAFU Holdings II, L.P. (Collectively, "KAFU") own 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: 0001304186-17-000014 · primary_doc.xml · nonDerivative · entry 2

KAFU HOLDINGS, L.P. · CIK 0001590015 · Director · See remarks

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

KAFU Holdings II, L.P. · CIK 0001590087 · Director · See remarks

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

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"). Prior to November 15, 2017, the Reporting Persons may not exercise their Redemption Right if such exercise would result in the redemption (together with any redemptions by the Reporting Persons) of more than 78% of the Class A Units held by the Reporting Persons on November 15, 2016. The Redemption Right does not expire. (Continued on Footnote 2)

F2 · ownership.nature: On September 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 1,173,528 Class A Units.

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

SEC source: 0001304186-17-000014 · primary_doc.xml · nonDerivative · entry 1

KAFU HOLDINGS, L.P. · CIK 0001590015 · Director · See remarks

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

KAFU Holdings II, L.P. · CIK 0001590087 · Director · See remarks

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 1,173,528

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"). Prior to November 15, 2017, the Reporting Persons may not exercise their Redemption Right if such exercise would result in the redemption (together with any redemptions by the Reporting Persons) of more than 78% of the Class A Units held by the Reporting Persons on November 15, 2016. The Redemption Right does not expire. (Continued on Footnote 2)

F2 · ownership.nature: On September 29, 2017, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 1,173,528 Class A Units.

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

SEC source: 0001615619-17-000096 · edgar.xml · nonDerivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 747,532

SEC source: 0001615619-17-000098 · 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: 287,991,462

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 August 16, 2017, a holder of AAP Class A units 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 August 16, 2017, a holder of AAP Class A units 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.

F4 · 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: 0001615619-17-000096 · edgar.xml · derivative · entry 5

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 45,000

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: 0001615619-17-000096 · edgar.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 779,721

SEC source: 0001615619-17-000096 · 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: 0001615619-17-000098 · 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: 288,291,462

F3 · kind: Pursuant to that certain Omnibus Agreement (the "Omnibus Agreement") dated November 15, 2016, by and among PAGP GP, PAGP, GP LLC, AAP, PAA GP LLC and 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, 2017, 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.

F3 · price: Pursuant to that certain Omnibus Agreement (the "Omnibus Agreement") dated November 15, 2016, by and among PAGP GP, PAGP, GP LLC, AAP, PAA GP LLC and 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, 2017, 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.

F4 · 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: 0001615619-17-000087 · 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: 50,000

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: 0001615619-17-000087 · 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: 1,522,850

SEC source: 0001615619-17-000087 · 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: 1,537,871

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: 0001615619-17-000085 · edgar.xml · derivative · entry 3

vonBerg John · CIK 0001292397 · EVP - Commercial Activities

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,000

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: 0001615619-17-000085 · edgar.xml · nonDerivative · entry 2

vonBerg John · CIK 0001292397 · EVP - Commercial Activities

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,162

SEC source: 0001615619-17-000085 · edgar.xml · nonDerivative · entry 1

vonBerg John · CIK 0001292397 · EVP - Commercial Activities

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,000

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: 0001615619-17-000083 · edgar.xml · derivative · entry 3

Swanson Al · CIK 0001292270 · Executive VP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,333

Underlying: Common Units · 33,334 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: 0001615619-17-000083 · edgar.xml · nonDerivative · entry 2

Swanson Al · CIK 0001292270 · Executive VP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 125,215

SEC source: 0001615619-17-000083 · edgar.xml · nonDerivative · entry 1

Swanson Al · CIK 0001292270 · Executive VP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 134,332

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: 0001615619-17-000081 · edgar.xml · derivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,000

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: 0001615619-17-000081 · edgar.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,077

SEC source: 0001615619-17-000081 · edgar.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,000

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: 0001615619-17-000079 · edgar.xml · derivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,000

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: 0001615619-17-000079 · edgar.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 135,215

SEC source: 0001615619-17-000079 · edgar.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 143,420

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: 0001615619-17-000077 · edgar.xml · derivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,000

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: 0001615619-17-000077 · edgar.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 44,398

SEC source: 0001615619-17-000077 · 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.