PAA

SEC source: 0001615619-17-000008 · 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: 242,331,426

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").

F5 · kind: On January 3, 2017, PAGP sold an aggregate 139,009 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($4,788,220.68) 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.

F5 · price: On January 3, 2017, PAGP sold an aggregate 139,009 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($4,788,220.68) 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: 0001304186-17-000002 · 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: 24,657,834

Underlying: Common Units · 3,035,517 shares

Expires not disclosed

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

F1 · derivative.exercise_date: The Eight Amended and Restated limited partnership agreement of Plains AAP, L.P. ("AAP") provides, that each limited partner holding Class A Units, will have the right, subject to certain limitations, to redeem its Class A Units for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering Class A Units to AAP with the associated Class B Shares in Plains GP Holdings, L.P. ("PAGP") and GP Units in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). 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 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"). 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 434,602 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: 0001304186-17-000002 · 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 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"). 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), L.P. and KAFU Holdings, L.P.

SEC source: 0001304186-17-000002 · 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: 3,035,517

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"). 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), L.P. and KAFU Holdings, L.P.

SEC source: 0001615619-17-000008 · 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: 242,192,417

F4 · kind: Pursuant to the limited partnership agreement of AAP, each limited partner of AAP, other than PAGP and 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 of 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 PAGP GP. On December 30, 2016, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised Redemption Rights with respect to an aggregate 3,035,517 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 3,035,517 Common Units from AAP to the redeeming partners.

F4 · price: Pursuant to the limited partnership agreement of AAP, each limited partner of AAP, other than PAGP and 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 of 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 PAGP GP. On December 30, 2016, KAFU Holdings, L.P. and KAFU Holdings (QP), L.P. exercised Redemption Rights with respect to an aggregate 3,035,517 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 3,035,517 Common Units from AAP to the redeeming partners.

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

SEC source: 0001615619-17-000008 · 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: 245,227,934

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 December 30, 2016, PAGP sold an aggregate 227,145 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($7,790,437.67) 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 December 30, 2016, PAGP sold an aggregate 227,145 Class A shares under its continuous equity offering program and used the net proceeds therefrom ($7,790,437.67) 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: 0001615619-16-000126 · edgar.xml · nonDerivative · entry 2

PAA GP Holdings LLC · CIK 0001581928 · 10% owner

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

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

PLAINS GP HOLDINGS LP · CIK 0001581990 · 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: 245,000,789

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").

F3 · kind: On December 29, 2016, PAGP sold an aggregate 124,800 Class A shares and used the net proceeds therefrom ($4,272,457.63) 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 · price: On December 29, 2016, PAGP sold an aggregate 124,800 Class A shares and used the net proceeds therefrom ($4,272,457.63) 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.

F4 · ownership.nature: PAA GP Holdings LLC ("PAGP GP") is the general partner of Plains GP Holdings, L.P. ("PAGP"), which is the managing member of Plains All American GP LLC ("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: 0001615619-17-000006 · 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: 245,000,789

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").

F3 · kind: On December 29, 2016, PAGP sold an aggregate 124,800 Class A shares and used the net proceeds therefrom ($4,272,457.63) 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 · price: On December 29, 2016, PAGP sold an aggregate 124,800 Class A shares and used the net proceeds therefrom ($4,272,457.63) 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.

F4 · ownership.nature: PAA GP Holdings LLC ("PAGP GP") is the general partner of Plains GP Holdings, L.P. ("PAGP"), which is the managing member of Plains All American GP LLC ("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: 0001615619-16-000126 · edgar.xml · nonDerivative · entry 1

PAA GP Holdings LLC · CIK 0001581928 · 10% owner

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

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

PLAINS GP HOLDINGS LP · CIK 0001581990 · 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: 244,875,989

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 December 28, 2016, PAGP sold an aggregate 168,063 Class A shares and used the net proceeds therefrom ($5,857,320.94) 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 December 28, 2016, PAGP sold an aggregate 168,063 Class A shares and used the net proceeds therefrom ($5,857,320.94) 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.

F4 · ownership.nature: PAA GP Holdings LLC ("PAGP GP") is the general partner of Plains GP Holdings, L.P. ("PAGP"), which is the managing member of Plains All American GP LLC ("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: 0001615619-17-000006 · 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: 244,875,989

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 December 28, 2016, PAGP sold an aggregate 168,063 Class A shares and used the net proceeds therefrom ($5,857,320.94) 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 December 28, 2016, PAGP sold an aggregate 168,063 Class A shares and used the net proceeds therefrom ($5,857,320.94) 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.

F4 · ownership.nature: PAA GP Holdings LLC ("PAGP GP") is the general partner of Plains GP Holdings, L.P. ("PAGP"), which is the managing member of Plains All American GP LLC ("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: 0001237769-16-000060 · edgar.xml · nonDerivative · entry 1

vonBerg John · CIK 0001292397 · EVP - Commercial Activities

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

SEC source: 0001615619-17-000018 · 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: 1,487,871

SEC source: 0001615619-16-000122 · edgar.xml · nonDerivative · entry 2

Swanson Al · CIK 0001292270 · Executive VP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,998

F2 · price: The price in column 4 is a weighted average price. The units were sold in multiple transactions at prices ranging from $33.01 to $33.66. The 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: 0001615619-16-000122 · edgar.xml · nonDerivative · entry 1

Swanson Al · CIK 0001292270 · Executive VP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 122,447

F1 · price: The price in column 4 is a weighted average price. The units were sold in multiple transactions at prices ranging from $32.30 to $32.435. The 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: 0001615619-16-000124 · edgar.xml · nonDerivative · entry 2

vonBerg John · CIK 0001292397 · EVP - Commercial Activities

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,675

F2 · price: The price in column 4 is a weighted average price. The units were sold in multiple transactions at prices ranging from $33.30 to $33.66. The 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: 0001615619-16-000124 · edgar.xml · nonDerivative · entry 1

vonBerg John · CIK 0001292397 · EVP - Commercial Activities

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 35,699

F1 · price: The price in column 4 is a weighted average price. The units were sold in multiple transactions at prices ranging from $32.30 to $33.29. The 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: 0001615619-16-000104 · edgar.xml · derivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote (4) (5)

Disclosed balance after: 14,739

Underlying: Common Units · 14,739 shares

Expires not disclosed

F4 · kind: PAA Management, L.P. ("PAA Management") is also a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.

F5 · kind: Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016.

F5 · derivative.exercise_date: Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016.

F3 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

F4 · balance_after: PAA Management, L.P. ("PAA Management") is also a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.

F5 · balance_after: Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016.

SEC source: 0001615619-16-000104 · edgar.xml · derivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 440,449

Underlying: Common Units · 414,609 shares

Expires not disclosed

F1 · kind: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), after December 31, 2015, a holder of vested Class B Units of AAP (the "Class B Units") may convert, from time to time, such Class B Units into an equal number of Class A Units of AAP (the "Class A Units") and Class B shares (the "Class B shares") of Plains GP Holdings, L.P. ("PAGP"), at a conversion ratio of approximately 0.941 Class A Units and Class B shares for each Class B Unit.

F2 · kind: The limited partnership agreement of AAP was amended and restated on November 15, 2016 to provide that, among other things, each limited partner of AAP holding Class A Units, including the Reporting Person following conversion, 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") on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, the Reporting Person may not exercise his Redemption Right if such exercise would result in the redemption (taken together with any previous redemptions by the Reporting Person) of more than 78% of the Class A Units held by the Reporting Person as of November 15, 2016.

F2 · derivative.exercise_date: The limited partnership agreement of AAP was amended and restated on November 15, 2016 to provide that, among other things, each limited partner of AAP holding Class A Units, including the Reporting Person following conversion, 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") on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, the Reporting Person may not exercise his Redemption Right if such exercise would result in the redemption (taken together with any previous redemptions by the Reporting Person) of more than 78% of the Class A Units held by the Reporting Person as of November 15, 2016.

F3 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

SEC source: 0001615619-16-000120 · edgar.xml · derivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote (4)

Disclosed balance after: 2,071,859

Underlying: Common Units · 2,071,859 shares

Expires not disclosed

F4 · kind: PAA Management, L.P. ("PAA Management") is also a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein. Pursuant to the limited partnership agreement of AAP, PAA Management may not exercise its Redemption Right with respect to any Class A Units attributable to the interest of the Reporting Person until November 15, 2017.

F4 · derivative.exercise_date: PAA Management, L.P. ("PAA Management") is also a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein. Pursuant to the limited partnership agreement of AAP, PAA Management may not exercise its Redemption Right with respect to any Class A Units attributable to the interest of the Reporting Person until November 15, 2017.

F3 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

F4 · balance_after: PAA Management, L.P. ("PAA Management") is also a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein. Pursuant to the limited partnership agreement of AAP, PAA Management may not exercise its Redemption Right with respect to any Class A Units attributable to the interest of the Reporting Person until November 15, 2017.

SEC source: 0001615619-16-000120 · edgar.xml · derivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,685,409

Underlying: Common Units · 3,685,409 shares

Expires not disclosed

F1 · kind: The limited partnership agreement of Plains AAP, L.P. ("AAP") was amended and restated on November 15, 2016 to provide, among other things, that each limited partner of AAP holding Class A Units, including the Reporting Person, will have the right, subject to certain limitations, to redeem its Class A Units in AAP (the "Class A Units"), for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares (the "Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right").

F2 · derivative.exercise_date: Pursuant to the limited partnership agreement of AAP, the Reporting Person may not exercise his Redemption Right with respect to any Class A Units until November 15, 2017.

F3 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

SEC source: 0001615619-16-000118 · edgar.xml · derivative · entry 2

PEFANIS HARRY N · CIK 0001217250 · President & COO

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote (4)

Disclosed balance after: 1,181,676

Underlying: Common Units · 1,181,676 shares

Expires not disclosed

F4 · kind: PAA Management, L.P. ("PAA Management") is also a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein. Pursuant to the limited partnership agreement of AAP, PAA Management may not exercise its Redemption Right with respect to any Class A Units attributable to the interest of the Reporting Person until November 15, 2017.

F4 · derivative.exercise_date: PAA Management, L.P. ("PAA Management") is also a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein. Pursuant to the limited partnership agreement of AAP, PAA Management may not exercise its Redemption Right with respect to any Class A Units attributable to the interest of the Reporting Person until November 15, 2017.

F3 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

F4 · balance_after: PAA Management, L.P. ("PAA Management") is also a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein. Pursuant to the limited partnership agreement of AAP, PAA Management may not exercise its Redemption Right with respect to any Class A Units attributable to the interest of the Reporting Person until November 15, 2017.

SEC source: 0001615619-16-000118 · edgar.xml · derivative · entry 1

PEFANIS HARRY N · CIK 0001217250 · President & COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,587,312

Underlying: Common Units · 2,587,312 shares

Expires not disclosed

F1 · kind: The limited partnership agreement of Plains AAP, L.P. ("AAP") was amended and restated on November 15, 2016 to provide, among other things, that each limited partner of AAP holding Class A Units, including the Reporting Person, will have the right, subject to certain limitations, to redeem its Class A Units in AAP (the "Class A Units"), for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares (the "Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right").

F2 · derivative.exercise_date: Pursuant to the limited partnership agreement of AAP, the Reporting Person may not exercise his Redemption Right with respect to any Class A Units until November 15, 2017.

F3 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

SEC source: 0001615619-16-000116 · edgar.xml · derivative · entry 2

DUCKETT W DAVID · CIK 0001239542 · CEO of subsidiary - PMC

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote (4)(5)

Disclosed balance after: 500,248

Underlying: Common Units · 500,248 shares

Expires not disclosed

F4 · kind: PAA Management, L.P. ("PAA Management") is also a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.

F5 · kind: Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016.

F5 · derivative.exercise_date: Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016.

F3 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

F4 · balance_after: PAA Management, L.P. ("PAA Management") is also a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.

F5 · balance_after: Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016.

SEC source: 0001615619-16-000116 · edgar.xml · derivative · entry 1

DUCKETT W DAVID · CIK 0001239542 · CEO of subsidiary - PMC

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 725,116

Underlying: Common Units · 682,575 shares

Expires not disclosed

F1 · kind: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), after December 31, 2015, a holder of vested Class B Units of AAP (the "Class B Units") may convert, from time to time, such Class B Units into an equal number of Class A Units of AAP (the "Class A Units") and Class B shares (the "Class B shares") of Plains GP Holdings, L.P. ("PAGP"), at a conversion ratio of approximately 0.941 Class A Units and Class B shares for each Class B Unit.

F2 · kind: The limited partnership agreement of AAP was amended and restated on November 15, 2016 to provide that, among other things, each limited partner of AAP holding Class A Units, including the Reporting Person following conversion, 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") on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, the Reporting Person may not exercise his Redemption Right if such exercise would result in the redemption (taken together with any previous redemptions by the Reporting Person) of more than 78% of the Class A Units held by the Reporting Person as of November 15, 2016.

F2 · derivative.exercise_date: The limited partnership agreement of AAP was amended and restated on November 15, 2016 to provide that, among other things, each limited partner of AAP holding Class A Units, including the Reporting Person following conversion, 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") on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, the Reporting Person may not exercise his Redemption Right if such exercise would result in the redemption (taken together with any previous redemptions by the Reporting Person) of more than 78% of the Class A Units held by the Reporting Person as of November 15, 2016.

F3 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

SEC source: 0001615619-16-000114 · edgar.xml · derivative · entry 1

Swanson Al · CIK 0001292270 · Executive VP & CFO

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote (1)(2)

Disclosed balance after: 433,620

Underlying: Common Units · 433,620 shares

Expires not disclosed

F1 · kind: The limited partnership agreement of Plains AAP, L.P. ("AAP") was amended and restated on November 15, 2016 to provide, among other things, that each limited partner of AAP holding Class A Units, including the Reporting Person, will have the right, subject to certain limitations, to redeem its Class A Units in AAP (the "Class A Units"), for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares (the "Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right").

F2 · kind: PAA Management, L.P. ("PAA Management") is a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.

F3 · derivative.exercise_date: Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016. Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

F3 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016. Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

F1 · balance_after: The limited partnership agreement of Plains AAP, L.P. ("AAP") was amended and restated on November 15, 2016 to provide, among other things, that each limited partner of AAP holding Class A Units, including the Reporting Person, will have the right, subject to certain limitations, to redeem its Class A Units in AAP (the "Class A Units"), for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares (the "Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right").

F2 · balance_after: PAA Management, L.P. ("PAA Management") is a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.

SEC source: 0001615619-16-000112 · edgar.xml · derivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote (4)(5)

Disclosed balance after: 4,913

Underlying: Common Units · 4,913 shares

Expires not disclosed

F4 · kind: PAA Management, L.P. ("PAA Management") is also a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.

F5 · kind: Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016.

F5 · derivative.exercise_date: Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016.

F3 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

F4 · balance_after: PAA Management, L.P. ("PAA Management") is also a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.

F5 · balance_after: Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016.

SEC source: 0001615619-16-000112 · edgar.xml · derivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 56,328

Underlying: Common Units · 53,023 shares

Expires not disclosed

F1 · kind: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), after December 31, 2015, a holder of vested Class B Units of AAP (the "Class B Units") may convert, from time to time, such Class B Units into an equal number of Class A Units of AAP (the "Class A Units") and Class B shares (the "Class B shares") of Plains GP Holdings, L.P. ("PAGP"), at a conversion ratio of approximately 0.941 Class A Units and Class B shares for each Class B Unit.

F2 · kind: The limited partnership agreement of AAP was amended and restated on November 15, 2016 to provide that, among other things, each limited partner of AAP holding Class A Units, including the Reporting Person following conversion, 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") on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, the Reporting Person may not exercise his Redemption Right if such exercise would result in the redemption (taken together with any previous redemptions by the Reporting Person) of more than 78% of the Class A Units held by the Reporting Person as of November 15, 2016.

F2 · derivative.exercise_date: The limited partnership agreement of AAP was amended and restated on November 15, 2016 to provide that, among other things, each limited partner of AAP holding Class A Units, including the Reporting Person following conversion, 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") on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, the Reporting Person may not exercise his Redemption Right if such exercise would result in the redemption (taken together with any previous redemptions by the Reporting Person) of more than 78% of the Class A Units held by the Reporting Person as of November 15, 2016.

F3 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

SEC source: 0001615619-16-000110 · edgar.xml · derivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote (4)(5)

Disclosed balance after: 8,200

Underlying: Common Units · 8,200 shares

Expires not disclosed

F4 · kind: PAA Management, L.P. ("PAA Management") is also a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.

F5 · kind: Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016.

F5 · derivative.exercise_date: Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016.

F3 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

F4 · balance_after: PAA Management, L.P. ("PAA Management") is also a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.

F5 · balance_after: Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016.

SEC source: 0001615619-16-000110 · edgar.xml · derivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 146,817

Underlying: Common Units · 138,202 shares

Expires not disclosed

F1 · kind: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), after December 31, 2015, a holder of vested Class B Units of AAP (the "Class B Units") may convert, from time to time, such Class B Units into an equal number of Class A Units of AAP (the "Class A Units") and Class B shares (the "Class B shares") of Plains GP Holdings, L.P. ("PAGP"), at a conversion ratio of approximately 0.941 Class A Units and Class B shares for each Class B Unit.

F2 · kind: The limited partnership agreement of AAP was amended and restated on November 15, 2016 to provide that, among other things, each limited partner of AAP holding Class A Units, including the Reporting Person following conversion, 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") on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, the Reporting Person may not exercise his Redemption Right if such exercise would result in the redemption (taken together with any previous redemptions by the Reporting Person) of more than 78% of the Class A Units held by the Reporting Person as of November 15, 2016.

F2 · derivative.exercise_date: The limited partnership agreement of AAP was amended and restated on November 15, 2016 to provide that, among other things, each limited partner of AAP holding Class A Units, including the Reporting Person following conversion, 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") on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, the Reporting Person may not exercise his Redemption Right if such exercise would result in the redemption (taken together with any previous redemptions by the Reporting Person) of more than 78% of the Class A Units held by the Reporting Person as of November 15, 2016.

F3 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

SEC source: 0001615619-16-000108 · edgar.xml · derivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 375,521

Underlying: Common Units · 353,490 shares

Expires not disclosed

F1 · kind: Pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), after December 31, 2015, a holder of vested Class B Units of AAP (the "Class B Units") may convert, from time to time, such Class B Units into an equal number of Class A Units of AAP (the "Class A Units") and Class B shares (the "Class B shares") of Plains GP Holdings, L.P. ("PAGP"), at a conversion ratio of approximately 0.941 Class A Units and Class B shares for each Class B Unit.

F2 · kind: The limited partnership agreement of AAP was amended and restated on November 15, 2016 to provide that, among other things, each limited partner of AAP holding Class A Units, including the Reporting Person following conversion, 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") on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, the Reporting Person may not exercise his Redemption Right if such exercise would result in the redemption (taken together with any previous redemptions by the Reporting Person) of more than 78% of the Class A Units held by the Reporting Person as of November 15, 2016.

F2 · derivative.exercise_date: The limited partnership agreement of AAP was amended and restated on November 15, 2016 to provide that, among other things, each limited partner of AAP holding Class A Units, including the Reporting Person following conversion, 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") on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, the Reporting Person may not exercise his Redemption Right if such exercise would result in the redemption (taken together with any previous redemptions by the Reporting Person) of more than 78% of the Class A Units held by the Reporting Person as of November 15, 2016.

F3 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

SEC source: 0001615619-16-000106 · edgar.xml · derivative · entry 1

KRAMER PHIL D · CIK 0001188626 · Exec. Vice President

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote (1)(2)

Disclosed balance after: 781,144

Underlying: Common Units · 781,144 shares

Expires not disclosed

F1 · kind: The limited partnership agreement of Plains AAP, L.P. ("AAP") was amended and restated on November 15, 2016 to provide, among other things, that each limited partner of AAP holding Class A Units, including the Reporting Person, will have the right, subject to certain limitations, to redeem its Class A Units in AAP (the "Class A Units"), for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares (the "Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right").

F2 · kind: PAA Management, L.P. ("PAA Management") is a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.

F3 · derivative.exercise_date: Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016. Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

F3 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016. Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

F1 · balance_after: The limited partnership agreement of Plains AAP, L.P. ("AAP") was amended and restated on November 15, 2016 to provide, among other things, that each limited partner of AAP holding Class A Units, including the Reporting Person, will have the right, subject to certain limitations, to redeem its Class A Units in AAP (the "Class A Units"), for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares (the "Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right").

F2 · balance_after: PAA Management, L.P. ("PAA Management") is a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.

SEC source: 0001615619-16-000102 · edgar.xml · derivative · entry 1

vonBerg John · CIK 0001292397 · EVP - Commercial Activities

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote (1)(2)

Disclosed balance after: 344,451

Underlying: Common Units · 344,451 shares

Expires not disclosed

F1 · kind: The limited partnership agreement of Plains AAP, L.P. ("AAP") was amended and restated on November 15, 2016 to provide, among other things, that each limited partner of AAP holding Class A Units, including the Reporting Person, will have the right, subject to certain limitations, to redeem its Class A Units in AAP (the "Class A Units"), for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares (the "Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right").

F2 · kind: PAA Management, L.P. ("PAA Management") is a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.

F3 · derivative.exercise_date: Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016. Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

F3 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, prior to November 15, 2017, PAA Management may not exercise its Redemption Right with respect to Class A Units attributable to the interest of the Reporting Person if such exercise would result in the redemption (taken together with any previous redemptions attributable to the interest of the Reporting Person) of more than 78% of the Class A Units attributable to the Reporting Person through PAA Management as of November 15, 2016. Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

F1 · balance_after: The limited partnership agreement of Plains AAP, L.P. ("AAP") was amended and restated on November 15, 2016 to provide, among other things, that each limited partner of AAP holding Class A Units, including the Reporting Person, will have the right, subject to certain limitations, to redeem its Class A Units in AAP (the "Class A Units"), for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B Shares (the "Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units (the "GP Units") in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right").

F2 · balance_after: PAA Management, L.P. ("PAA Management") is a limited partner of AAP and may from time to time exercise the Redemption Right with respect to its Class A Units. The Reporting Person is a member of PAA Management LLC, the general partner of PAA Management, and a limited partner of PAA Management. Therefore he may be deemed to be a beneficial owner of the interests held by PAA Management. The Reporting Person disclaims beneficial ownership of the securities held by PAA Management, except to the extent of his pecuniary interest therein.

SEC source: 0001615619-16-000100 · 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: This Form 4 is being filed to correct the vesting terms of Phantom Units granted under Long-Term Incentive Plan (includes associated distribution equivalent rights (payable in cash)). The corrected vesting terms are described in footnote (3) below.

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

F3 · derivative.exercise_date: These phantom units will vest 100% on December 14, 2018.

F3 · derivative.expiration_date: These phantom units will vest 100% on December 14, 2018.