Willie CW Chiang - Aug 19, 2021 Form 4 Insider Report for PLAINS ALL AMERICAN PIPELINE LP (PAA)

Role
Chairman and CEO, Director
Signature
/s/ Ann F. Gullion, as attorney-in-fact for Willie CW Chiang
Stock symbol
PAA
Transactions as of
Aug 19, 2021
Transactions value $
$0
Form type
4
Date filed
8/23/2021, 05:06 PM
Previous filing
Aug 17, 2021
Next filing
Aug 16, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PAA Phantom Units Award $0 +301K $0.00 301K Aug 19, 2021 Common Units 301K Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Grant of phantom units under Long-Term Incentive Plan (includes associated distribution equivalent rights (payable in cash)).
F2 One common unit is deliverable, upon vesting, for each Phantom Unit that vests.
F3 These phantom units will vest as follows: (a) Tranche 1, consisting of 150,300 phantom units, will vest on the August 2024 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 75,150 phantom units (assuming 100% payout at target), will potentially vest on the August 2024 distribution date at a scaled payout range of between 0% to 200% (0 units to 150,300 units) based on PAA's total shareholder return (TSR) over the three-year period ending June 30, 2024 compared to the TSR of a selected peer group; and (c) Tranche 3, consisting of 75,150 phantom units (assuming 100% payout at target), will potentially vest on the August 2024 distribution date at a scaled payout range of between 0% to 200% (0 units to 150,300 units) based on PAA achieving cumulative distributable cash flow per common unit equivalent of $6.00 over the three-year period ending June 30, 2024 (with such payout being subject to adjustment by plus or minus 50 gross percentage points (subject to a cap of 200%) based on the extent to which PAA achieves a leverage ratio as of June 30, 2024 that is less than or greater than, respectively, the target leverage ratio for such date assumed in PAA's long term plan as of August 2021, plus or minus .15x, as applicable).
F4 DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2022 distribution date; beginning in November 2022, DERs associated with Tranche 1 will be paid quarterly until the phantom units vest. DERs associated with Tranches 2 and 3 will accrue during the three-year vesting period and be paid in cash in a lump sum on the August 2024 distribution date with respect to each phantom unit that vests on such date.