PAA

SEC source: 0001615619-17-000075 · edgar.xml · derivative · entry 5

SYMONDS J TAFT · CIK 0001063934 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,000

Underlying: Common Units · 5,000 shares

Expires not disclosed

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, with automatic re-grant of equivalent amount.

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

SEC source: 0001615619-17-000075 · 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, with automatic re-grant of equivalent amount.

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

SEC source: 0001615619-17-000075 · edgar.xml · nonDerivative · entry 1

SYMONDS J TAFT · CIK 0001063934 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 82,225

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: 0001615619-17-000073 · edgar.xml · derivative · entry 6

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,000

Underlying: Common Units · 2,500 shares

Expires not disclosed

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, with automatic re-grant of equivalent amount.

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

SEC source: 0001615619-17-000073 · 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, with automatic re-grant of equivalent amount.

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

SEC source: 0001615619-17-000073 · edgar.xml · nonDerivative · entry 1

SINNOTT ROBERT V · CIK 0001188625 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Family Trust

Disclosed balance after: 189,757

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: 0001615619-17-000071 · edgar.xml · derivative · entry 3

PETERSEN GARY R · CIK 0001181757 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,000

Underlying: Common Units · 3,750 shares

Expires not disclosed

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, with automatic re-grant of equivalent amount.

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

SEC source: 0001615619-17-000071 · 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, with automatic re-grant of equivalent amount.

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

SEC source: 0001615619-17-000071 · edgar.xml · nonDerivative · entry 1

PETERSEN GARY R · CIK 0001181757 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,200

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: 0001615619-17-000069 · edgar.xml · derivative · entry 3

Burk Victor · CIK 0001375349 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,000

Underlying: Common Units · 2,500 shares

Expires not disclosed

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

F2 · derivative.exercise_date: 2,500 Phantom Units vest on the August 2017 distribution payment date, with an automatic re-grant of an equivalent amount. Beginning in August 2018, 5,000 Phantom Units will vest annually on August distribution date, with automatic re-grant of equivalent amount.

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

SEC source: 0001615619-17-000069 · edgar.xml · derivative · entry 2

Burk Victor · CIK 0001375349 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,500

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: 2,500 Phantom Units vest on the August 2017 distribution payment date, with an automatic re-grant of an equivalent amount. Beginning in August 2018, 5,000 Phantom Units will vest annually on August distribution date, with automatic re-grant of equivalent amount.

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

SEC source: 0001615619-17-000069 · edgar.xml · nonDerivative · entry 1

Burk Victor · CIK 0001375349 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,043

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: 0001615619-17-000067 · edgar.xml · derivative · entry 5

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,000

Underlying: Common Units · 1,875 shares

Expires not disclosed

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

F2 · derivative.exercise_date: 1,875 Phantom Units vest on the August 2017 distribution payment date, with an automatic re-grant of an equivalent amount. Beginning in August 2018, 3,750 Phantom Units will vest annually on August distribution date, with automatic re-grant of equivalent amount.

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

SEC source: 0001615619-17-000067 · edgar.xml · derivative · entry 4

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,125

Underlying: Common Units · 1,875 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: 1,875 Phantom Units vest on the August 2017 distribution payment date, with an automatic re-grant of an equivalent amount. Beginning in August 2018, 3,750 Phantom Units will vest annually on August distribution date, with automatic re-grant of equivalent amount.

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

SEC source: 0001615619-17-000067 · edgar.xml · nonDerivative · entry 1

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,875

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: 0001615619-18-000002 · 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: 1,472,850

SEC source: 0001615619-17-000057 · edgar.xml · derivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 35,000

Underlying: Common Units · 35,000 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 2019 distribution date.

F3 · derivative.expiration_date: The Phantom Units will vest on the May 2019 distribution date.

SEC source: 0001615619-17-000051 · edgar.xml · derivative · entry 1

Swanson Al · CIK 0001292270 · Executive VP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 35,000

Underlying: Common Units · 35,000 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 2019 distribution date.

F3 · derivative.expiration_date: The Phantom Units will vest on the May 2019 distribution date.

SEC source: 0001615619-17-000055 · edgar.xml · derivative · entry 1

vonBerg John · CIK 0001292397 · EVP - Commercial Activities

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 35,000

Underlying: Common Units · 35,000 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 2019 distribution date.

F3 · derivative.expiration_date: The Phantom Units will vest on the May 2019 distribution date.

SEC source: 0001615619-17-000053 · edgar.xml · derivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 35,000

Underlying: Common Units · 35,000 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 2019 distribution date.

F3 · derivative.expiration_date: The Phantom Units will vest on the May 2019 distribution date.

SEC source: 0001615619-17-000049 · edgar.xml · derivative · entry 1

Chiang Willie CW · CIK 0001421559 · Director · EVP & COO (U.S.)

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 65,000

Underlying: Common Units · 65,000 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 2019 distribution date.

F3 · derivative.expiration_date: The Phantom Units will vest on the May 2019 distribution date.

SEC source: 0001615619-17-000046 · 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: 288,280,212

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 30, 2017, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to 959 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 959 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 30, 2017, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to 959 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 959 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: 0001304186-17-000011 · primary_doc.xml · derivative · entry 3

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

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: 22,261,457

Underlying: Common Units · 959 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. On June 30, 2017, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to 959 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"). 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. On June 30, 2017, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to 959 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 Holdings (QP), L.P. exercised the exchange right provided for in the limited partnership agreement of AAP pursuant to which 374,790 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.

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: 0001304186-17-000011 · primary_doc.xml · nonDerivative · entry 2

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

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"). 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. On June 30, 2017, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to 959 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) LP.

SEC source: 0001304186-17-000011 · primary_doc.xml · nonDerivative · entry 1

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

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: 959

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. On June 30, 2017, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to 959 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) LP.

SEC source: 0001304186-17-000008 · primary_doc.xml · derivative · entry 3

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

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

KAFU Holdings II, L.P. · CIK 0001590087 · 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: 22,261,457

Underlying: Common Units · 959 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.

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"). 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.

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 Holdings (QP), L.P. exercised the exchange right provided for in the limited partnership agreement of AAP pursuant to which 375,749 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.

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: 0001304186-17-000008 · primary_doc.xml · nonDerivative · entry 2

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

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

KAFU Holdings II, L.P. · CIK 0001590087 · 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.

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) LP.

SEC source: 0001304186-17-000008 · primary_doc.xml · nonDerivative · entry 1

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

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

KAFU Holdings II, L.P. · CIK 0001590087 · 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: 959

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.

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) LP.

SEC source: 0001615619-17-000042 · 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: 288,281,171

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"), if applicable.

F2 · kind: On June 9, 2017, a holder of AAP Class A units exercised Redemption Rights with respect to 31,000 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 31,000 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"), if applicable.

F2 · price: On June 9, 2017, a holder of AAP Class A units exercised Redemption Rights with respect to 31,000 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 31,000 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: 0001615619-17-000034 · 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: 288,312,171

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 31, 2017, KAFU Holdings, L.P., KAFU Holdings II, L.P., and KAFU Holdings (QP), L.P. exercised Redemption Rights with respect to an aggregate 1,835,421 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 1,835,421 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 31, 2017, KAFU Holdings, L.P., KAFU Holdings II, L.P., and KAFU Holdings (QP), L.P. exercised Redemption Rights with respect to an aggregate 1,835,421 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 1,835,421 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: 0001304186-17-000004 · primary_doc.xml · derivative · entry 3

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

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

KAFU Holdings II, L.P. · CIK 0001590087 · 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: 22,637,206

Underlying: Common Units · 1,835,421 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.

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"). 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.

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 185,207 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.

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: 0001304186-17-000004 · primary_doc.xml · nonDerivative · entry 2

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

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

KAFU Holdings II, L.P. · CIK 0001590087 · 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.

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 II, L.P., KAFU Holdings (QP), L.P. and KAFU Holdings, L.P.

SEC source: 0001304186-17-000004 · primary_doc.xml · nonDerivative · entry 1

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

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

KAFU Holdings II, L.P. · CIK 0001590087 · 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: 1,835,421

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.

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 II, L.P., KAFU Holdings (QP), L.P. and KAFU Holdings, L.P.

SEC source: 0001615619-17-000032 · 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: 290,147,592

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 17, 2017, an owner of AAP Class A units exercised Redemption Rights with respect to 1,463,953 AAP Class A units resulting in the cancellation of such AAP Class A units and the distribution of an equal number of PAA 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 March 17, 2017, an owner of AAP Class A units exercised Redemption Rights with respect to 1,463,953 AAP Class A units resulting in the cancellation of such AAP Class A units and the distribution of an equal number of PAA 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: 0001615619-17-000028 · 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: 291,611,545

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, PAGP has agreed to use the net proceeds from any public or private offering and sale of PAGP's Class A shares to purchase from AAP a number of AAP Class A units equal to the number of Class A shares sold in such offering at a price equal to the net proceeds from such offering. The Omnibus Agreement also provides that immediately following such purchase and sale, AAP will use the net proceeds it receives from such sale of AAP Class A units to PAGP to purchase from PAA an equivalent number of common units representing limited partner interests of PAA ("Common Units").

F2 · kind: On March 1, 2017, PAGP sold an aggregate of 48,300,000 Class A shares in an underwritten public offering and used the net proceeds therefrom ($1,474,888,800) to purchase an equivalent number of Class A units of AAP. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.

F2 · price: On March 1, 2017, PAGP sold an aggregate of 48,300,000 Class A shares in an underwritten public offering and used the net proceeds therefrom ($1,474,888,800) to purchase an equivalent number of Class A units of AAP. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.

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 the 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: 0001615619-17-000026 · edgar.xml · nonDerivative · entry 3

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: 243,311,545

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 February 2, 2017 and February 28, 2017, an owner of AAP Class A units exercised Redemption Rights with respect to 75,000 and 80,000 AAP Class A units, respectively, resulting in the cancellation of such AAP Class A units and the distribution of an equal number of PAA 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 February 2, 2017 and February 28, 2017, an owner of AAP Class A units exercised Redemption Rights with respect to 75,000 and 80,000 AAP Class A units, respectively, resulting in the cancellation of such AAP Class A units and the distribution of an equal number of PAA 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: 0001237769-17-000005 · edgar.xml · derivative · entry 1

PETERSEN GARY R · CIK 0001181757 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,000

Underlying: Common Units · 15,000 shares

Expires not disclosed

F1 · security: This award replaces a previous award for 10,000 phantom units; the previous award has been cancelled.

F2 · derivative.exercise_price: One Common Unit is deliverable, upon vesting, for each Phantom Unit that vests.

F3 · derivative.exercise_date: 25% vest annually on August distribution date, with an automatic re-grant of equivalent amount.

F4 · derivative.expiration_date: Upon termination of service as director, other than because of death, disability or retirement.

SEC source: 0001237769-17-000004 · edgar.xml · derivative · entry 1

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,000

Underlying: Common Units · 15,000 shares

Expires not disclosed

F1 · security: This award replaces a previous award for 12,016 Phantom Class A shares of Plains GP Holdings, L.P. ("PAGP"); the previous PAGP award has been cancelled.

F2 · derivative.exercise_price: One Common Unit is deliverable, upon vesting, for each Phantom Unit that vests.

F3 · derivative.exercise_date: 25% vest annually on August distribution date, with an automatic re-grant of equivalent amount.

F4 · derivative.expiration_date: Upon termination of service as director, other than because of death, disability or retirement.

SEC source: 0001237769-17-000002 · edgar.xml · derivative · entry 1

Burk Victor · CIK 0001375349 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,000

Underlying: Common Units · 20,000 shares

Expires not disclosed

F1 · security: This award replaces a previous award for 12,016 Phantom Class A shares of Plains GP Holdings, L.P. ("PAGP"); the previous PAGP award has been cancelled.

F2 · derivative.exercise_price: One Common Unit is deliverable, upon vesting, for each Phantom Unit that vests.

F3 · derivative.exercise_date: 25% phantom units vest annually on the August distribution date, with an automatic re-grant of equivalent amount.

F4 · derivative.expiration_date: Upon termination of service as director, other than because of death, disability or retirement.

SEC source: 0001615619-17-000026 · 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: 243,391,545

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 February 14, 2017, a total of 7,810 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 February 14, 2017, a total of 7,810 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: 0001615619-17-000026 · 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: 243,383,735

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 February 2, 2017 and February 28, 2017, an owner of AAP Class A units exercised Redemption Rights with respect to 75,000 and 80,000 AAP Class A units, respectively, resulting in the cancellation of such AAP Class A units and the distribution of an equal number of PAA 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 February 2, 2017 and February 28, 2017, an owner of AAP Class A units exercised Redemption Rights with respect to 75,000 and 80,000 AAP Class A units, respectively, resulting in the cancellation of such AAP Class A units and the distribution of an equal number of PAA 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: 0001615619-17-000016 · 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: 243,458,735

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"), PAGP is obligated to use the net proceeds from any public or private offering and sale of PAGP's Class A shares to purchase from AAP a number of AAP Class A units equal to the number of Class A shares sold in such offering at a price equal to the net proceeds from such offering. The Omnibus Agreement also provides that immediately following such purchase and sale, AAP is obligated to use the net proceeds it receives from such sale of AAP Class A units to PAGP to purchase from PAA an equivalent number of common units representing limited partner interests of PAA ("Common Units").

F4 · kind: On January 13, 2017, PAGP sold an aggregate 50,595 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($1,663,457.35) to purchase an equivalent number of AAP Class A units. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.

F4 · price: On January 13, 2017, PAGP sold an aggregate 50,595 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($1,663,457.35) to purchase an equivalent number of AAP Class A units. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.

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: 0001615619-17-000016 · 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: 243,408,140

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"), PAGP is obligated to use the net proceeds from any public or private offering and sale of PAGP's Class A shares to purchase from AAP a number of AAP Class A units equal to the number of Class A shares sold in such offering at a price equal to the net proceeds from such offering. The Omnibus Agreement also provides that immediately following such purchase and sale, AAP is obligated to use the net proceeds it receives from such sale of AAP Class A units to PAGP to purchase from PAA an equivalent number of common units representing limited partner interests of PAA ("Common Units").

F2 · kind: On January 12, 2017, PAGP sold an aggregate 123,338 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($4,068,074.15) to purchase an equivalent number of AAP Class A units. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.

F2 · price: On January 12, 2017, PAGP sold an aggregate 123,338 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($4,068,074.15) to purchase an equivalent number of AAP Class A units. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.

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: 0001615619-17-000014 · 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: 243,284,802

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"), PAGP is obligated to use the net proceeds from any public or private offering and sale of PAGP's Class A shares to purchase from AAP a number of AAP Class A units equal to the number of Class A shares sold in such offering at a price equal to the net proceeds from such offering. The Omnibus Agreement also provides that immediately following such purchase and sale, AAP is obligated to use the net proceeds it receives from such sale of AAP Class A units to PAGP to purchase from PAA an equivalent number of common units representing limited partner interests of PAA ("Common Units").

F4 · kind: On January 11, 2017, PAGP sold an aggregate 208,132 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($6,893,878.81) to purchase an equivalent number of AAP Class A units. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.

F4 · price: On January 11, 2017, PAGP sold an aggregate 208,132 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($6,893,878.81) to purchase an equivalent number of AAP Class A units. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.

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: 0001615619-17-000014 · 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: 243,076,670

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"), PAGP is obligated to use the net proceeds from any public or private offering and sale of PAGP's Class A shares to purchase from AAP a number of AAP Class A units equal to the number of Class A shares sold in such offering at a price equal to the net proceeds from such offering. The Omnibus Agreement also provides that immediately following such purchase and sale, AAP is obligated to use the net proceeds it receives from such sale of AAP Class A units to PAGP to purchase from PAA an equivalent number of common units representing limited partner interests of PAA ("Common Units").

F2 · kind: On January 10, 2017, PAGP sold an aggregate 162,851 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($5,385,911.35) to purchase an equivalent number of AAP Class A units. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.

F2 · price: On January 10, 2017, PAGP sold an aggregate 162,851 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($5,385,911.35) to purchase an equivalent number of AAP Class A units. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.

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: 0001615619-17-000012 · 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: 242,913,819

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"), PAGP is obligated to use the net proceeds from any public or private offering and sale of PAGP's Class A shares to purchase from AAP a number of AAP Class A units equal to the number of Class A shares sold in such offering at a price equal to the net proceeds from such offering. The Omnibus Agreement also provides that immediately following such purchase and sale, AAP is obligated to use the net proceeds it receives from such sale of AAP Class A units to PAGP to purchase from PAA an equivalent number of common units representing limited partner interests of PAA ("Common Units").

F4 · kind: On January 9, 2017, PAGP sold an aggregate 181,819 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($6,019,893.09) to purchase an equivalent number of AAP Class A units. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.

F4 · price: On January 9, 2017, PAGP sold an aggregate 181,819 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($6,019,893.09) to purchase an equivalent number of AAP Class A units. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.

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: 0001615619-17-000012 · 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: 242,732,000

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"), PAGP is obligated to use the net proceeds from any public or private offering and sale of PAGP's Class A shares to purchase from AAP a number of AAP Class A units equal to the number of Class A shares sold in such offering at a price equal to the net proceeds from such offering. The Omnibus Agreement also provides that immediately following such purchase and sale, AAP is obligated to use the net proceeds it receives from such sale of AAP Class A units to PAGP to purchase from PAA an equivalent number of common units representing limited partner interests of PAA ("Common Units").

F2 · kind: On January 6, 2017, PAGP sold an aggregate 137,522 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($4,640,195.40) to purchase an equivalent number of AAP Class A units. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.

F2 · price: On January 6, 2017, PAGP sold an aggregate 137,522 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($4,640,195.40) to purchase an equivalent number of AAP Class A units. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.

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: 0001615619-17-000010 · 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: 242,594,478

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"), PAGP is obligated to use the net proceeds from any public or private offering and sale of PAGP's Class A shares to purchase from AAP a number of AAP Class A units equal to the number of Class A shares sold in such offering at a price equal to the net proceeds from such offering. The Omnibus Agreement also provides that immediately following such purchase and sale, AAP is obligated to use the net proceeds it receives from such sale of AAP Class A units to PAGP to purchase from PAA an equivalent number of common units representing limited partner interests of PAA ("Common Units").

F4 · kind: On January 5, 2017, PAGP sold an aggregate 147,052 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($5,069,020.95) to purchase an equivalent number of AAP Class A units. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.

F4 · price: On January 5, 2017, PAGP sold an aggregate 147,052 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($5,069,020.95) to purchase an equivalent number of AAP Class A units. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.

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: 0001615619-18-000002 · 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: 1,502,850

SEC source: 0001615619-17-000010 · 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: 242,447,426

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"), PAGP is obligated to use the net proceeds from any public or private offering and sale of PAGP's Class A shares to purchase from AAP a number of AAP Class A units equal to the number of Class A shares sold in such offering at a price equal to the net proceeds from such offering. The Omnibus Agreement also provides that immediately following such purchase and sale, AAP is obligated to use the net proceeds it receives from such sale of AAP Class A units to PAGP to purchase from PAA an equivalent number of common units representing limited partner interests of PAA ("Common Units").

F2 · kind: On January 4, 2017, PAGP sold an aggregate 116,000 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($4,018,140.15) to purchase an equivalent number of AAP Class A units. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.

F2 · price: On January 4, 2017, PAGP sold an aggregate 116,000 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($4,018,140.15) to purchase an equivalent number of AAP Class A units. AAP used such net proceeds to purchase an equivalent number of Common Units from PAA.

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.