Herbold Chris

SEC source: 0001615619-19-000078 · edgar.xml · nonDerivative · entry 5

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 49,389

F5 · price: The price in column 4 is a weighted average price. The units were sold in multiple transactions at prices ranging from $21.37 to $21.415. 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: 0001615619-19-000078 · 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: 72,726

SEC source: 0001615619-19-000078 · 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: 73,907

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: 0001615619-19-000078 · 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: 70,907

SEC source: 0001615619-19-000078 · edgar.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 79,564

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 · 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: 0001615619-19-000020 · edgar.xml · derivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,500

Underlying: Common Units · 7,500 shares

Expires not disclosed

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

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

F2 · derivative.expiration_date: N/A

SEC source: 0001615619-19-000020 · 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: 39,755

SEC source: 0001615619-19-000020 · 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: 41,727

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

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

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 34,227

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

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

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,000

Underlying: Common Units · 9,000 shares

Expires not disclosed

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

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

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

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

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

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

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

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Units · 14,000 shares

Expires not disclosed

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

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

F2 · derivative.expiration_date: N/A

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

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 44,818

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

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 48,227

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

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

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,000

Underlying: common units · 15,000 shares

Expires not disclosed

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

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

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

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

SEC source: 0001615619-17-000106 · edgar.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 34,227

F1 · price: The price in column 4 is a weighted average price. The units were sold in multiple transactions at prices ranging from $20.24 to $20.26. Reporting Person undertakes to provide to the SEC staff, the Issuer or any unitholder of the Issuer, upon request, full information regarding the number of units sold at each separate price.

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

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,000

Underlying: Common Units · 14,000 shares

Expires not disclosed

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

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

F2 · derivative.expiration_date: N/A

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

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 44,398

SEC source: 0001615619-17-000077 · edgar.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 48,227

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

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: 0001615619-16-000096 · edgar.xml · derivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 130,322

Underlying: Class A Shares · 122,676 shares

Expires not disclosed

F1 · security: The terms of the Class B Units in Plains AAP, L.P., which represent a profits interest, have been modified, resulting (for accounting and reporting purposes) in the deemed cancellation of the original Class B Units and deemed grant of replacement Class B Units described in footnote (2) below. The original Class B Units were granted on March 28, 2013.

F2 · derivative.exercise_date: Prior to the date hereof, 75% of the Class B Units had been earned (entitled to receive distributions). As modified, the remaining 25% of the Class B Units will become earned on the first date subsequent to March 31, 2017 upon which Plains All American Pipeline, L.P. ("PAA") pays an annualized quarterly distribution of $2.20 per common unit and PAA generates distributable cash flow of $1.5 billion or more on a trailing four quarter basis (subject to adjustment under certain circumstances to account for significant asset sales).

F3 · derivative.exercise_date: The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to January 1, 2021. If Reporting Person remains employed after such date, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.

F2 · derivative.expiration_date: Prior to the date hereof, 75% of the Class B Units had been earned (entitled to receive distributions). As modified, the remaining 25% of the Class B Units will become earned on the first date subsequent to March 31, 2017 upon which Plains All American Pipeline, L.P. ("PAA") pays an annualized quarterly distribution of $2.20 per common unit and PAA generates distributable cash flow of $1.5 billion or more on a trailing four quarter basis (subject to adjustment under certain circumstances to account for significant asset sales).

F3 · derivative.expiration_date: The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to January 1, 2021. If Reporting Person remains employed after such date, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.

SEC source: 0001615619-16-000096 · edgar.xml · derivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Shares · 122,676 shares

Expires not disclosed

F1 · security: The terms of the Class B Units in Plains AAP, L.P., which represent a profits interest, have been modified, resulting (for accounting and reporting purposes) in the deemed cancellation of the original Class B Units and deemed grant of replacement Class B Units described in footnote (2) below. The original Class B Units were granted on March 28, 2013.

F2 · derivative.exercise_date: Prior to the date hereof, 75% of the Class B Units had been earned (entitled to receive distributions). As modified, the remaining 25% of the Class B Units will become earned on the first date subsequent to March 31, 2017 upon which Plains All American Pipeline, L.P. ("PAA") pays an annualized quarterly distribution of $2.20 per common unit and PAA generates distributable cash flow of $1.5 billion or more on a trailing four quarter basis (subject to adjustment under certain circumstances to account for significant asset sales).

F3 · derivative.exercise_date: The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to January 1, 2021. If Reporting Person remains employed after such date, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.

F2 · derivative.expiration_date: Prior to the date hereof, 75% of the Class B Units had been earned (entitled to receive distributions). As modified, the remaining 25% of the Class B Units will become earned on the first date subsequent to March 31, 2017 upon which Plains All American Pipeline, L.P. ("PAA") pays an annualized quarterly distribution of $2.20 per common unit and PAA generates distributable cash flow of $1.5 billion or more on a trailing four quarter basis (subject to adjustment under certain circumstances to account for significant asset sales).

F3 · derivative.expiration_date: The Class B Units are subject to a call right in the event Reporting Person's employment is terminated under certain circumstances prior to January 1, 2021. If Reporting Person remains employed after such date, the Class B Units will be deemed to have vested. Reporting Person has the right to convert his vested Class B Units into a number of Class A Units in Plains AAP, L.P. and Class B Shares in Plains GP Holdings, L.P. equal to the number of Class B Units converted times a conversion factor of approximately 0.941:1. Following any such conversion, the resulting Class A Units and Class B Shares are exchangeable for Class A Shares of PAGP on a one-for-one basis.