SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

McCarthy Kevin S

(Last)

(First)

(Middle)

811 MAIN, 14TH FLOOR

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2020

3. Issuer Name and Ticker or Trading Symbol
PLAINS ALL AMERICAN PIPELINE LP [ PAA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)
Director

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units representing limited partner interests	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Units/Class B Shares/GP Units	⁽²⁾	⁽²⁾	Common Units	15,861,958	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾

Explanation of Responses:

1. Reporting Person is the Vice Chairman of Kayne Anderson Capital Advisors, L.P. ("KACALP"), the managing member of the manager of KAFU Holdings (QP), L.P. ("KAFU"), and therefore he may be deemed to be the beneficial owner of all of the interests held by KAFU.

2. The limited partnership agreement of Plains AAP, L.P. ("AAP") provides that each limited partner of AAP, including KAFU, has the right at any time (without expiration) and from time to time, to redeem (the "Redemption Right") its Class A Units in AAP (the "AAP Units"), along with the associated Class B shares in Plains GP Holdings, L.P. (the "Class B Shares") and GP Units in PAA GP Holdings LLC (the "GP Units") for Common Units of the Issuer held by AAP on a one-for-one basis. The number of securities reported as indirectly owned represents the number of AAP Units, Class B Shares and GP Units owned by KAFU that are potentially redeemable for an equivalent number of Common Units.

3. Reporting Person disclaims beneficial ownership of the securities held by KAFU, except to the extent of his pecuniary interest therein.

	/s/ Kevin S. McCarthy	10/01/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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