PAA

SEC source: 0001615619-19-000076 · edgar.xml · nonDerivative · entry 4

Goebel Jeremy L. · CIK 0001769336 · EVP - Commercial

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 82,723

SEC source: 0001615619-19-000076 · edgar.xml · nonDerivative · entry 3

Goebel Jeremy L. · CIK 0001769336 · EVP - Commercial

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 85,084

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: 0001615619-19-000076 · edgar.xml · nonDerivative · entry 2

Goebel Jeremy L. · CIK 0001769336 · EVP - Commercial

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 79,084

SEC source: 0001615619-19-000076 · edgar.xml · nonDerivative · entry 1

Goebel Jeremy L. · CIK 0001769336 · EVP - Commercial

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 86,299

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: 0001615619-19-000070 · edgar.xml · derivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 46,000

Underlying: Common Units · 46,000 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 · security: Phantom Units granted under Long-Term Incentive Plan (includes 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.expiration_date: N/A

SEC source: 0001615619-19-000070 · edgar.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 240,473

SEC source: 0001615619-19-000070 · edgar.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 258,574

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: 0001615619-19-000072 · edgar.xml · derivative · entry 3

Swanson Al · CIK 0001292270 · Executive VP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 46,000

Underlying: Common Units · 46,000 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 · security: Phantom Units granted under Long-Term Incentive Plan (includes 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.expiration_date: N/A

SEC source: 0001615619-19-000072 · edgar.xml · nonDerivative · entry 2

Swanson Al · CIK 0001292270 · Executive VP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 234,357

SEC source: 0001615619-19-000072 · edgar.xml · nonDerivative · entry 1

Swanson Al · CIK 0001292270 · Executive VP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 252,458

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: 0001615619-19-000066 · 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: 267,251,485

F1 · kind: Pursuant to that certain Omnibus Agreement (the "Omnibus Agreement") dated November 15, 2016, by and among PAA GP Holdings LLC ("PAGP GP"), Plains GP Holdings, L.P. ("PAGP"), Plains All American GP LLC ("GP LLC"), Plains AAP, L.P. ("AAP"), PAA GP LLC and Plains All American Pipeline, L.P. ("PAA"), AAP is obligated to issue to PAGP a number of AAP Class A units equal to the number of PAGP Class A shares issued upon vesting of awards under PAGP's long-term incentive plan. The Omnibus Agreement also provides that immediately following such issuance, PAA is obligated to issue to AAP an equivalent number of PAA Common Units. On August 14, 2019, a total of 15,186 PAGP Class A shares were issued in connection with the vesting of outstanding LTIP awards under PAGP's long-term incentive plan. An equal number of AAP Class A units was issued to PAGP and an equal number of PAA Common Units was issued to AAP.

F1 · price: Pursuant to that certain Omnibus Agreement (the "Omnibus Agreement") dated November 15, 2016, by and among PAA GP Holdings LLC ("PAGP GP"), Plains GP Holdings, L.P. ("PAGP"), Plains All American GP LLC ("GP LLC"), Plains AAP, L.P. ("AAP"), PAA GP LLC and Plains All American Pipeline, L.P. ("PAA"), AAP is obligated to issue to PAGP a number of AAP Class A units equal to the number of PAGP Class A shares issued upon vesting of awards under PAGP's long-term incentive plan. The Omnibus Agreement also provides that immediately following such issuance, PAA is obligated to issue to AAP an equivalent number of PAA Common Units. On August 14, 2019, a total of 15,186 PAGP Class A shares were issued in connection with the vesting of outstanding LTIP awards under PAGP's long-term incentive plan. An equal number of AAP Class A units was issued to PAGP and an equal number of PAA Common Units was issued to AAP.

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

SEC source: 0001615619-19-000064 · edgar.xml · derivative · entry 4

SYMONDS J TAFT · CIK 0001063934 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,000

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 · security: Phantom Units granted under Long-Term Incentive Plan (includes 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: Phantom Units vest annually on August distribution date.

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

SEC source: 0001615619-19-000064 · edgar.xml · nonDerivative · entry 1

SYMONDS J TAFT · CIK 0001063934 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 92,225

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: 0001615619-19-000060 · edgar.xml · derivative · entry 4

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,500

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 · security: Phantom Units granted under Long-Term Incentive Plan (includes 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: Phantom Units vest annually on August distribution date.

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

SEC source: 0001615619-19-000060 · edgar.xml · nonDerivative · entry 1

SHACKOULS BOBBY S · CIK 0001064171 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,750

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

SEC source: 0001615619-19-000058 · edgar.xml · derivative · entry 2

PETERSEN GARY R · CIK 0001181757 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,500

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 · security: Phantom Units granted under Long-Term Incentive Plan (includes 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: Phantom Units vest annually on August distribution date.

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

SEC source: 0001615619-19-000058 · edgar.xml · nonDerivative · entry 1

PETERSEN GARY R · CIK 0001181757 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 60,700

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: 0001615619-19-000056 · edgar.xml · derivative · entry 2

Burk Victor · CIK 0001375349 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,000

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 · security: Phantom Units granted under Long-Term Incentive Plan (includes 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: Phantom Units vest annually on August distribution date.

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

SEC source: 0001615619-19-000056 · edgar.xml · nonDerivative · entry 1

Burk Victor · CIK 0001375349 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,043

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: 0001615619-19-000054 · 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: 267,236,299

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: Effective July 23, 2019, a limited partner of AAP exercised the Redemption Right with respect to 1,224,795 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 1,224,795 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: Effective July 23, 2019, a limited partner of AAP exercised the Redemption Right with respect to 1,224,795 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 1,224,795 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: 0001615619-19-000052 · 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: 268,461,094

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: Effective June 28, 2019, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to 1,009 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 1,009 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: Effective June 28, 2019, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to 1,009 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 1,009 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: 0001638397-19-000005 · primary_doc.xml · derivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 16,278,228

Underlying: Common Units · 1,009 shares

Expires not disclosed

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

F1 · derivative.exercise_date: The Eighth Amended and Restated limited partnership agreement of Plains AAP, L.P. ("AAP") provides that each limited partner holding Class A Units will have the right, subject to certain limitations, to redeem its Class A Units for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering Class A Units to AAP with the associated Class B Shares in Plains GP Holdings, L.P. ("PAGP") and GP Units in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). The Redemption Right does not expire. On June 28, 2019, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 1,009 Class A Units.

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

F1 · derivative.expiration_date: The Eighth Amended and Restated limited partnership agreement of Plains AAP, L.P. ("AAP") provides that each limited partner holding Class A Units will have the right, subject to certain limitations, to redeem its Class A Units for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering Class A Units to AAP with the associated Class B Shares in Plains GP Holdings, L.P. ("PAGP") and GP Units in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). The Redemption Right does not expire. On June 28, 2019, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 1,009 Class A Units.

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

F4 · balance_after: In a simultaneous transaction, KAFU exercised the exchange right provided for in the limited partnership agreement of AAP pursuant to which 3,454 Class A Units, Class B Shares and GP Units were exchanged for a like number of PAGP Class A Shares. The number of derivative securities owned reflects both the redemption transaction reported herein and the simultaneous exchange transaction.

F1 · ownership.nature: The Eighth Amended and Restated limited partnership agreement of Plains AAP, L.P. ("AAP") provides that each limited partner holding Class A Units will have the right, subject to certain limitations, to redeem its Class A Units for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering Class A Units to AAP with the associated Class B Shares in Plains GP Holdings, L.P. ("PAGP") and GP Units in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). The Redemption Right does not expire. On June 28, 2019, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 1,009 Class A Units.

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

SEC source: 0001638397-19-000005 · primary_doc.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Ssee footnotes

Disclosed balance after: 0

F1 · ownership.nature: The Eighth Amended and Restated limited partnership agreement of Plains AAP, L.P. ("AAP") provides that each limited partner holding Class A Units will have the right, subject to certain limitations, to redeem its Class A Units for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering Class A Units to AAP with the associated Class B Shares in Plains GP Holdings, L.P. ("PAGP") and GP Units in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). The Redemption Right does not expire. On June 28, 2019, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 1,009 Class A Units.

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

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

SEC source: 0001638397-19-000005 · primary_doc.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Ssee footnotes

Disclosed balance after: 1,009

F1 · ownership.nature: The Eighth Amended and Restated limited partnership agreement of Plains AAP, L.P. ("AAP") provides that each limited partner holding Class A Units will have the right, subject to certain limitations, to redeem its Class A Units for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering Class A Units to AAP with the associated Class B Shares in Plains GP Holdings, L.P. ("PAGP") and GP Units in PAA GP Holdings LLC (if applicable), to PAGP (the "Redemption Right"). The Redemption Right does not expire. On June 28, 2019, KAFU Holdings (QP), L.P. exercised the Redemption Right with respect to an aggregate 1,009 Class A Units.

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

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

SEC source: 0001615619-20-000114 · edgar.xml · nonDerivative · entry 2

Goebel Jeremy L. · CIK 0001769336 · EVP - Commercial

10b5-1 filing: Not disclosed

Ownership: Indirect · By Family Limited Partnership

Disclosed balance after: 67,966

F1 · kind: The reported transactions were gifts by the Reporting Person to his family limited partnership for no consideration.

SEC source: 0001615619-20-000114 · edgar.xml · nonDerivative · entry 1

Goebel Jeremy L. · CIK 0001769336 · EVP - Commercial

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · kind: The reported transactions were gifts by the Reporting Person to his family limited partnership for no consideration.

SEC source: 0001615619-19-000050 · 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: 268,462,103

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: Effective May 29, 2019, EMG Investment, LLC exercised the Redemption Right with respect to 8,179,284 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 8,179,284 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: Effective May 29, 2019, EMG Investment, LLC exercised the Redemption Right with respect to 8,179,284 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 8,179,284 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: 0001104659-19-032152 · a4.xml · nonDerivative · entry 4

RAYMOND JOHN T · CIK 0001186173 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

F3 · kind: On May 28, 2019, EMG requested redemption of 8,179,284 Class A Units in exchange for Common Units on a one-for-one basis pursuant to its Redemption Right. EMG has agreed to sell the Common Units it will receive pursuant to such request for redemption in multiple transactions exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $23.10 per Common Unit. Following the completion of such sales, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.

F4 · ownership.nature: Beneficial ownership of the Common Units referred to herein is being reported hereunder solely because the Reporting Person may be deemed to beneficially own such Common Units as a result of his status as the Chief Executive Officer of the designated manager of EMG. The Reporting Person disclaims beneficial ownership of the securities held by EMG except to the extent of his pecuniary interest therein.

SEC source: 0001104659-19-032152 · a4.xml · nonDerivative · entry 3

RAYMOND JOHN T · CIK 0001186173 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 8,179,284

F3 · kind: On May 28, 2019, EMG requested redemption of 8,179,284 Class A Units in exchange for Common Units on a one-for-one basis pursuant to its Redemption Right. EMG has agreed to sell the Common Units it will receive pursuant to such request for redemption in multiple transactions exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $23.10 per Common Unit. Following the completion of such sales, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.

F3 · price: On May 28, 2019, EMG requested redemption of 8,179,284 Class A Units in exchange for Common Units on a one-for-one basis pursuant to its Redemption Right. EMG has agreed to sell the Common Units it will receive pursuant to such request for redemption in multiple transactions exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $23.10 per Common Unit. Following the completion of such sales, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.

F4 · ownership.nature: Beneficial ownership of the Common Units referred to herein is being reported hereunder solely because the Reporting Person may be deemed to beneficially own such Common Units as a result of his status as the Chief Executive Officer of the designated manager of EMG. The Reporting Person disclaims beneficial ownership of the securities held by EMG except to the extent of his pecuniary interest therein.

SEC source: 0001104659-19-032151 · a4.xml · derivative · entry 7

EMG Investment, LLC · CIK 0001507562 · See Remarks

NGP MR Management, LLC · CIK 0001576089 · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,220,955

Underlying: Common Units · 15,507,575 shares

Expires not disclosed

F5 · derivative.exercise_price: On May 28, 2019, EMG requested redemption of 8,179,284 Class A Units in exchange for Common Units on a one-for-one basis pursuant to its Redemption Right. In addition, in lieu of exercising its Redemption Right, EMG elected to exercise its right, pursuant to the limited partnership agreement of AAP, to immediately exchange 7,328,291 Class A Units, together with a like number of Class B Shares and GP Units, for PAGP Class A Shares on a one-for-one basis.

F6 · derivative.exercise_price: EMG has agreed to sell the Common Units and PAGP Class A Shares it will receive pursuant to such request for redemption and election to exchange in multiple transactions exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $23.10 per Common Unit or PAGP Class A Share, as applicable. Following the completion of such sales, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.

F5 · kind: On May 28, 2019, EMG requested redemption of 8,179,284 Class A Units in exchange for Common Units on a one-for-one basis pursuant to its Redemption Right. In addition, in lieu of exercising its Redemption Right, EMG elected to exercise its right, pursuant to the limited partnership agreement of AAP, to immediately exchange 7,328,291 Class A Units, together with a like number of Class B Shares and GP Units, for PAGP Class A Shares on a one-for-one basis.

F6 · kind: EMG has agreed to sell the Common Units and PAGP Class A Shares it will receive pursuant to such request for redemption and election to exchange in multiple transactions exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $23.10 per Common Unit or PAGP Class A Share, as applicable. Following the completion of such sales, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.

F5 · price: On May 28, 2019, EMG requested redemption of 8,179,284 Class A Units in exchange for Common Units on a one-for-one basis pursuant to its Redemption Right. In addition, in lieu of exercising its Redemption Right, EMG elected to exercise its right, pursuant to the limited partnership agreement of AAP, to immediately exchange 7,328,291 Class A Units, together with a like number of Class B Shares and GP Units, for PAGP Class A Shares on a one-for-one basis.

F6 · price: EMG has agreed to sell the Common Units and PAGP Class A Shares it will receive pursuant to such request for redemption and election to exchange in multiple transactions exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $23.10 per Common Unit or PAGP Class A Share, as applicable. Following the completion of such sales, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.

F5 · derivative.exercise_date: On May 28, 2019, EMG requested redemption of 8,179,284 Class A Units in exchange for Common Units on a one-for-one basis pursuant to its Redemption Right. In addition, in lieu of exercising its Redemption Right, EMG elected to exercise its right, pursuant to the limited partnership agreement of AAP, to immediately exchange 7,328,291 Class A Units, together with a like number of Class B Shares and GP Units, for PAGP Class A Shares on a one-for-one basis.

F6 · derivative.exercise_date: EMG has agreed to sell the Common Units and PAGP Class A Shares it will receive pursuant to such request for redemption and election to exchange in multiple transactions exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $23.10 per Common Unit or PAGP Class A Share, as applicable. Following the completion of such sales, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.

F7 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

F8 · balance_after: Beneficial ownership of the Common Units, Class A Units, Class B Shares and GP Units referred to herein is being reported hereunder by NGP MR Management, LLC solely because NGP MR Management, LLC may be deemed to beneficially own such Common Units, Class A Units, Class B Shares and GP Units as a result of its status as the designated manager of EMG. NGP MR Management, LLC disclaims beneficial ownership of the securities held by EMG except to the extent of its pecuniary interest therein.

SEC source: 0001104659-19-032151 · a4.xml · nonDerivative · entry 4

EMG Investment, LLC · CIK 0001507562 · See Remarks

NGP MR Management, LLC · CIK 0001576089 · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F5 · kind: On May 28, 2019, EMG requested redemption of 8,179,284 Class A Units in exchange for Common Units on a one-for-one basis pursuant to its Redemption Right. In addition, in lieu of exercising its Redemption Right, EMG elected to exercise its right, pursuant to the limited partnership agreement of AAP, to immediately exchange 7,328,291 Class A Units, together with a like number of Class B Shares and GP Units, for PAGP Class A Shares on a one-for-one basis.

F6 · kind: EMG has agreed to sell the Common Units and PAGP Class A Shares it will receive pursuant to such request for redemption and election to exchange in multiple transactions exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $23.10 per Common Unit or PAGP Class A Share, as applicable. Following the completion of such sales, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.

SEC source: 0001104659-19-032151 · a4.xml · nonDerivative · entry 3

EMG Investment, LLC · CIK 0001507562 · See Remarks

NGP MR Management, LLC · CIK 0001576089 · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,179,284

F5 · kind: On May 28, 2019, EMG requested redemption of 8,179,284 Class A Units in exchange for Common Units on a one-for-one basis pursuant to its Redemption Right. In addition, in lieu of exercising its Redemption Right, EMG elected to exercise its right, pursuant to the limited partnership agreement of AAP, to immediately exchange 7,328,291 Class A Units, together with a like number of Class B Shares and GP Units, for PAGP Class A Shares on a one-for-one basis.

F6 · kind: EMG has agreed to sell the Common Units and PAGP Class A Shares it will receive pursuant to such request for redemption and election to exchange in multiple transactions exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $23.10 per Common Unit or PAGP Class A Share, as applicable. Following the completion of such sales, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.

F5 · price: On May 28, 2019, EMG requested redemption of 8,179,284 Class A Units in exchange for Common Units on a one-for-one basis pursuant to its Redemption Right. In addition, in lieu of exercising its Redemption Right, EMG elected to exercise its right, pursuant to the limited partnership agreement of AAP, to immediately exchange 7,328,291 Class A Units, together with a like number of Class B Shares and GP Units, for PAGP Class A Shares on a one-for-one basis.

F6 · price: EMG has agreed to sell the Common Units and PAGP Class A Shares it will receive pursuant to such request for redemption and election to exchange in multiple transactions exempt from registration under Rule 144 of the Securities Act of 1933, as amended, at a price of $23.10 per Common Unit or PAGP Class A Share, as applicable. Following the completion of such sales, EMG will distribute the proceeds thereof to its remaining members on a pro rata basis.

F8 · balance_after: Beneficial ownership of the Common Units, Class A Units, Class B Shares and GP Units referred to herein is being reported hereunder by NGP MR Management, LLC solely because NGP MR Management, LLC may be deemed to beneficially own such Common Units, Class A Units, Class B Shares and GP Units as a result of its status as the designated manager of EMG. NGP MR Management, LLC disclaims beneficial ownership of the securities held by EMG except to the extent of its pecuniary interest therein.

SEC source: 0001104659-19-032152 · a4.xml · derivative · entry 6

RAYMOND JOHN T · CIK 0001186173 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,275,520

Underlying: Common Units · 8,275,520 shares

Expires not disclosed

F5 · derivative.exercise_price: The Reporting Person acquired bundled interests comprising the Class A Units, Class B Shares and GP Units reported herein upon the distribution thereof by EMG, of which the Reporting Person is a member, on a pro rata basis based on the Reporting Person's ownership interest in EMG. Pursuant to the limited partnership agreement of AAP, the Reporting Person will have a Redemption Right with respect to such bundled interests. The Reporting Person is bound by a lock-up, which restricts the sale of Common Units or Class A shares ("PAGP Class A Shares") of PAGP into which such bundled interests are convertible (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to the Reporting Person are convertible prior to the 121st day following the date of redemption, and

F6 · derivative.exercise_price: (iii) in an amount exceeding 2/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to the Reporting Person are convertible prior to the 181st day following the date of redemption.

F5 · kind: The Reporting Person acquired bundled interests comprising the Class A Units, Class B Shares and GP Units reported herein upon the distribution thereof by EMG, of which the Reporting Person is a member, on a pro rata basis based on the Reporting Person's ownership interest in EMG. Pursuant to the limited partnership agreement of AAP, the Reporting Person will have a Redemption Right with respect to such bundled interests. The Reporting Person is bound by a lock-up, which restricts the sale of Common Units or Class A shares ("PAGP Class A Shares") of PAGP into which such bundled interests are convertible (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to the Reporting Person are convertible prior to the 121st day following the date of redemption, and

F6 · kind: (iii) in an amount exceeding 2/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to the Reporting Person are convertible prior to the 181st day following the date of redemption.

F5 · price: The Reporting Person acquired bundled interests comprising the Class A Units, Class B Shares and GP Units reported herein upon the distribution thereof by EMG, of which the Reporting Person is a member, on a pro rata basis based on the Reporting Person's ownership interest in EMG. Pursuant to the limited partnership agreement of AAP, the Reporting Person will have a Redemption Right with respect to such bundled interests. The Reporting Person is bound by a lock-up, which restricts the sale of Common Units or Class A shares ("PAGP Class A Shares") of PAGP into which such bundled interests are convertible (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to the Reporting Person are convertible prior to the 121st day following the date of redemption, and

F6 · price: (iii) in an amount exceeding 2/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to the Reporting Person are convertible prior to the 181st day following the date of redemption.

F5 · derivative.exercise_date: The Reporting Person acquired bundled interests comprising the Class A Units, Class B Shares and GP Units reported herein upon the distribution thereof by EMG, of which the Reporting Person is a member, on a pro rata basis based on the Reporting Person's ownership interest in EMG. Pursuant to the limited partnership agreement of AAP, the Reporting Person will have a Redemption Right with respect to such bundled interests. The Reporting Person is bound by a lock-up, which restricts the sale of Common Units or Class A shares ("PAGP Class A Shares") of PAGP into which such bundled interests are convertible (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to the Reporting Person are convertible prior to the 121st day following the date of redemption, and

F6 · derivative.exercise_date: (iii) in an amount exceeding 2/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to the Reporting Person are convertible prior to the 181st day following the date of redemption.

F5 · derivative.expiration_date: The Reporting Person acquired bundled interests comprising the Class A Units, Class B Shares and GP Units reported herein upon the distribution thereof by EMG, of which the Reporting Person is a member, on a pro rata basis based on the Reporting Person's ownership interest in EMG. Pursuant to the limited partnership agreement of AAP, the Reporting Person will have a Redemption Right with respect to such bundled interests. The Reporting Person is bound by a lock-up, which restricts the sale of Common Units or Class A shares ("PAGP Class A Shares") of PAGP into which such bundled interests are convertible (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to the Reporting Person are convertible prior to the 121st day following the date of redemption, and

F6 · derivative.expiration_date: (iii) in an amount exceeding 2/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to the Reporting Person are convertible prior to the 181st day following the date of redemption.

SEC source: 0001104659-19-032152 · a4.xml · nonDerivative · entry 2

RAYMOND JOHN T · CIK 0001186173 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

F1 · kind: On May 23, 2019, pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), EMG Investment, LLC ("EMG") redeemed 4,013,478 Class A Units in AAP ("Class A Units") for common units ("Common Units") of Plains All American Pipeline, L.P. 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 ("Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units ("GP Units") in PAA GP Holdings LLC to PAGP (the "Redemption Right"). Immediately following such redemption, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, the Common Units received in such redemption. Each member receiving such Common Units is bound by a lock-up, which restricts the sale of such Common Units (i) in any amount prior to the 61st day following the date of redemption,

F2 · kind: (ii) in an amount exceeding 1/3 of the Common Units distributed to such Member prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units distributed to such Member prior to the 181st day following the date of redemption.

F1 · price: On May 23, 2019, pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), EMG Investment, LLC ("EMG") redeemed 4,013,478 Class A Units in AAP ("Class A Units") for common units ("Common Units") of Plains All American Pipeline, L.P. 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 ("Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units ("GP Units") in PAA GP Holdings LLC to PAGP (the "Redemption Right"). Immediately following such redemption, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, the Common Units received in such redemption. Each member receiving such Common Units is bound by a lock-up, which restricts the sale of such Common Units (i) in any amount prior to the 61st day following the date of redemption,

F2 · price: (ii) in an amount exceeding 1/3 of the Common Units distributed to such Member prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units distributed to such Member prior to the 181st day following the date of redemption.

F4 · ownership.nature: Beneficial ownership of the Common Units referred to herein is being reported hereunder solely because the Reporting Person may be deemed to beneficially own such Common Units as a result of his status as the Chief Executive Officer of the designated manager of EMG. The Reporting Person disclaims beneficial ownership of the securities held by EMG except to the extent of his pecuniary interest therein.

SEC source: 0001104659-19-032152 · a4.xml · nonDerivative · entry 1

RAYMOND JOHN T · CIK 0001186173 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 4,013,478

F1 · kind: On May 23, 2019, pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), EMG Investment, LLC ("EMG") redeemed 4,013,478 Class A Units in AAP ("Class A Units") for common units ("Common Units") of Plains All American Pipeline, L.P. 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 ("Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units ("GP Units") in PAA GP Holdings LLC to PAGP (the "Redemption Right"). Immediately following such redemption, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, the Common Units received in such redemption. Each member receiving such Common Units is bound by a lock-up, which restricts the sale of such Common Units (i) in any amount prior to the 61st day following the date of redemption,

F2 · kind: (ii) in an amount exceeding 1/3 of the Common Units distributed to such Member prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units distributed to such Member prior to the 181st day following the date of redemption.

F1 · price: On May 23, 2019, pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), EMG Investment, LLC ("EMG") redeemed 4,013,478 Class A Units in AAP ("Class A Units") for common units ("Common Units") of Plains All American Pipeline, L.P. 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 ("Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units ("GP Units") in PAA GP Holdings LLC to PAGP (the "Redemption Right"). Immediately following such redemption, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, the Common Units received in such redemption. Each member receiving such Common Units is bound by a lock-up, which restricts the sale of such Common Units (i) in any amount prior to the 61st day following the date of redemption,

F2 · price: (ii) in an amount exceeding 1/3 of the Common Units distributed to such Member prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units distributed to such Member prior to the 181st day following the date of redemption.

F4 · ownership.nature: Beneficial ownership of the Common Units referred to herein is being reported hereunder solely because the Reporting Person may be deemed to beneficially own such Common Units as a result of his status as the Chief Executive Officer of the designated manager of EMG. The Reporting Person disclaims beneficial ownership of the securities held by EMG except to the extent of his pecuniary interest therein.

SEC source: 0001104659-19-032151 · a4.xml · derivative · entry 6

EMG Investment, LLC · CIK 0001507562 · See Remarks

NGP MR Management, LLC · CIK 0001576089 · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,728,530

Underlying: Common Units · 19,890,113 shares

Expires not disclosed

F3 · derivative.exercise_price: On May 23, 2019, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, bundled interests comprising Class A Units, Class B Shares and GP Units. Pursuant to the limited partnership agreement of AAP, the members to whom such bundled interests were transferred will have a Redemption Right with respect thereto.

F4 · derivative.exercise_price: Each member receiving such bundled interests is bound by a lock-up, which restricts the sale of Common Units or Class A shares ("PAGP Class A Shares") of PAGP into which such bundled interests are convertible (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to such Member are convertible prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to such Member are convertible prior to the 181st day following the date of redemption.

F3 · kind: On May 23, 2019, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, bundled interests comprising Class A Units, Class B Shares and GP Units. Pursuant to the limited partnership agreement of AAP, the members to whom such bundled interests were transferred will have a Redemption Right with respect thereto.

F4 · kind: Each member receiving such bundled interests is bound by a lock-up, which restricts the sale of Common Units or Class A shares ("PAGP Class A Shares") of PAGP into which such bundled interests are convertible (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to such Member are convertible prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to such Member are convertible prior to the 181st day following the date of redemption.

F3 · price: On May 23, 2019, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, bundled interests comprising Class A Units, Class B Shares and GP Units. Pursuant to the limited partnership agreement of AAP, the members to whom such bundled interests were transferred will have a Redemption Right with respect thereto.

F4 · price: Each member receiving such bundled interests is bound by a lock-up, which restricts the sale of Common Units or Class A shares ("PAGP Class A Shares") of PAGP into which such bundled interests are convertible (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to such Member are convertible prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to such Member are convertible prior to the 181st day following the date of redemption.

F3 · derivative.exercise_date: On May 23, 2019, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, bundled interests comprising Class A Units, Class B Shares and GP Units. Pursuant to the limited partnership agreement of AAP, the members to whom such bundled interests were transferred will have a Redemption Right with respect thereto.

F4 · derivative.exercise_date: Each member receiving such bundled interests is bound by a lock-up, which restricts the sale of Common Units or Class A shares ("PAGP Class A Shares") of PAGP into which such bundled interests are convertible (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to such Member are convertible prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units or PAGP Class A Shares into which the bundled interests distributed to such Member are convertible prior to the 181st day following the date of redemption.

F7 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

F8 · balance_after: Beneficial ownership of the Common Units, Class A Units, Class B Shares and GP Units referred to herein is being reported hereunder by NGP MR Management, LLC solely because NGP MR Management, LLC may be deemed to beneficially own such Common Units, Class A Units, Class B Shares and GP Units as a result of its status as the designated manager of EMG. NGP MR Management, LLC disclaims beneficial ownership of the securities held by EMG except to the extent of its pecuniary interest therein.

SEC source: 0001104659-19-032151 · a4.xml · derivative · entry 5

EMG Investment, LLC · CIK 0001507562 · See Remarks

NGP MR Management, LLC · CIK 0001576089 · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 41,618,643

Underlying: Common Units · 4,013,478 shares

Expires not disclosed

F1 · derivative.exercise_price: On May 23, 2019, pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), EMG Investment, LLC ("EMG") redeemed 4,013,478 Class A Units in AAP ("Class A Units") for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B shares ("Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units ("GP Units") in PAA GP Holdings LLC to PAGP (the "Redemption Right"). Immediately following such redemption, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, the Common Units received in such redemption.

F2 · derivative.exercise_price: Each member receiving such Common Units is bound by a lock-up, which restricts the sale of such Common Units (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units distributed to such Member prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units distributed to such Member prior to the 181st day following the date of redemption.

F1 · kind: On May 23, 2019, pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), EMG Investment, LLC ("EMG") redeemed 4,013,478 Class A Units in AAP ("Class A Units") for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B shares ("Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units ("GP Units") in PAA GP Holdings LLC to PAGP (the "Redemption Right"). Immediately following such redemption, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, the Common Units received in such redemption.

F2 · kind: Each member receiving such Common Units is bound by a lock-up, which restricts the sale of such Common Units (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units distributed to such Member prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units distributed to such Member prior to the 181st day following the date of redemption.

F1 · price: On May 23, 2019, pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), EMG Investment, LLC ("EMG") redeemed 4,013,478 Class A Units in AAP ("Class A Units") for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B shares ("Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units ("GP Units") in PAA GP Holdings LLC to PAGP (the "Redemption Right"). Immediately following such redemption, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, the Common Units received in such redemption.

F2 · price: Each member receiving such Common Units is bound by a lock-up, which restricts the sale of such Common Units (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units distributed to such Member prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units distributed to such Member prior to the 181st day following the date of redemption.

F1 · derivative.exercise_date: On May 23, 2019, pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), EMG Investment, LLC ("EMG") redeemed 4,013,478 Class A Units in AAP ("Class A Units") for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B shares ("Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units ("GP Units") in PAA GP Holdings LLC to PAGP (the "Redemption Right"). Immediately following such redemption, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, the Common Units received in such redemption.

F2 · derivative.exercise_date: Each member receiving such Common Units is bound by a lock-up, which restricts the sale of such Common Units (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units distributed to such Member prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units distributed to such Member prior to the 181st day following the date of redemption.

F7 · derivative.expiration_date: Pursuant to the limited partnership agreement of AAP, the Redemption Right does not expire.

F8 · balance_after: Beneficial ownership of the Common Units, Class A Units, Class B Shares and GP Units referred to herein is being reported hereunder by NGP MR Management, LLC solely because NGP MR Management, LLC may be deemed to beneficially own such Common Units, Class A Units, Class B Shares and GP Units as a result of its status as the designated manager of EMG. NGP MR Management, LLC disclaims beneficial ownership of the securities held by EMG except to the extent of its pecuniary interest therein.

SEC source: 0001104659-19-032151 · a4.xml · nonDerivative · entry 2

EMG Investment, LLC · CIK 0001507562 · See Remarks

NGP MR Management, LLC · CIK 0001576089 · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · kind: On May 23, 2019, pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), EMG Investment, LLC ("EMG") redeemed 4,013,478 Class A Units in AAP ("Class A Units") for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B shares ("Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units ("GP Units") in PAA GP Holdings LLC to PAGP (the "Redemption Right"). Immediately following such redemption, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, the Common Units received in such redemption.

F2 · kind: Each member receiving such Common Units is bound by a lock-up, which restricts the sale of such Common Units (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units distributed to such Member prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units distributed to such Member prior to the 181st day following the date of redemption.

F1 · price: On May 23, 2019, pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), EMG Investment, LLC ("EMG") redeemed 4,013,478 Class A Units in AAP ("Class A Units") for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B shares ("Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units ("GP Units") in PAA GP Holdings LLC to PAGP (the "Redemption Right"). Immediately following such redemption, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, the Common Units received in such redemption.

F2 · price: Each member receiving such Common Units is bound by a lock-up, which restricts the sale of such Common Units (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units distributed to such Member prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units distributed to such Member prior to the 181st day following the date of redemption.

SEC source: 0001104659-19-032151 · a4.xml · nonDerivative · entry 1

EMG Investment, LLC · CIK 0001507562 · See Remarks

NGP MR Management, LLC · CIK 0001576089 · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,013,478

F1 · kind: On May 23, 2019, pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), EMG Investment, LLC ("EMG") redeemed 4,013,478 Class A Units in AAP ("Class A Units") for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B shares ("Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units ("GP Units") in PAA GP Holdings LLC to PAGP (the "Redemption Right"). Immediately following such redemption, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, the Common Units received in such redemption.

F2 · kind: Each member receiving such Common Units is bound by a lock-up, which restricts the sale of such Common Units (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units distributed to such Member prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units distributed to such Member prior to the 181st day following the date of redemption.

F1 · price: On May 23, 2019, pursuant to the limited partnership agreement of Plains AAP, L.P. ("AAP"), EMG Investment, LLC ("EMG") redeemed 4,013,478 Class A Units in AAP ("Class A Units") for common units ("Common Units") of Plains All American Pipeline, L.P. (the "Issuer") held by AAP on a one-for-one basis, by delivering such Class A Units to Plains AAP along with the associated Class B shares ("Class B Shares") in Plains GP Holdings, L.P. ("PAGP") and GP Units ("GP Units") in PAA GP Holdings LLC to PAGP (the "Redemption Right"). Immediately following such redemption, EMG distributed to certain of its members, in-kind and on a pro rata basis based on their ownership interests in EMG, the Common Units received in such redemption.

F2 · price: Each member receiving such Common Units is bound by a lock-up, which restricts the sale of such Common Units (i) in any amount prior to the 61st day following the date of redemption, (ii) in an amount exceeding 1/3 of the Common Units distributed to such Member prior to the 121st day following the date of redemption, and (iii) in an amount exceeding 2/3 of the Common Units distributed to such Member prior to the 181st day following the date of redemption.

F8 · balance_after: Beneficial ownership of the Common Units, Class A Units, Class B Shares and GP Units referred to herein is being reported hereunder by NGP MR Management, LLC solely because NGP MR Management, LLC may be deemed to beneficially own such Common Units, Class A Units, Class B Shares and GP Units as a result of its status as the designated manager of EMG. NGP MR Management, LLC disclaims beneficial ownership of the securities held by EMG except to the extent of its pecuniary interest therein.

SEC source: 0001615619-19-000048 · 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: 276,641,387

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: Effective May 23, 2019, EMG Investment, LLC exercised the Redemption Right with respect to 4,013,478 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 4,013,478 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: Effective May 23, 2019, EMG Investment, LLC exercised the Redemption Right with respect to 4,013,478 AAP Class A units, resulting in the cancellation of such AAP Class A units and the distribution of 4,013,478 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: 0001615619-19-000046 · edgar.xml · derivative · entry 6

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,000

Underlying: Common Units · 3,000 shares

Expires not disclosed

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

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

F2 · derivative.expiration_date: N/A

SEC source: 0001615619-19-000046 · edgar.xml · derivative · entry 5

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 44,000

Underlying: Common Units · 22,000 shares

Expires not disclosed

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

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

F2 · derivative.expiration_date: N/A

SEC source: 0001615619-19-000046 · edgar.xml · nonDerivative · entry 4

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 57,564

SEC source: 0001615619-19-000046 · edgar.xml · nonDerivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 58,745

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: 0001615619-19-000046 · edgar.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 55,745

SEC source: 0001615619-19-000046 · edgar.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 61,755

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: 0001615619-19-000044 · edgar.xml · derivative · entry 3

Goebel Jeremy L. · CIK 0001769336 · EVP - Commercial

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 36,667

Underlying: Common Units · 18,333 shares

Expires not disclosed

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

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

F2 · derivative.expiration_date: N/A

SEC source: 0001615619-19-000044 · edgar.xml · nonDerivative · entry 2

Goebel Jeremy L. · CIK 0001769336 · EVP - Commercial

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 67,966

SEC source: 0001615619-19-000044 · edgar.xml · nonDerivative · entry 1

Goebel Jeremy L. · CIK 0001769336 · EVP - Commercial

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 75,181

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: 0001615619-19-000042 · edgar.xml · derivative · entry 6

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 92,000

Underlying: Common Units · 46,000 shares

Expires not disclosed

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

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

F2 · derivative.expiration_date: N/A