4//SEC Filing
McGee Richard K. 4
Accession 0001062993-25-014607
CIK 0001070423other
Filed
Aug 17, 8:00 PM ET
Accepted
Aug 18, 5:51 PM ET
Size
12.7 KB
Accession
0001062993-25-014607
Insider Transaction Report
Form 4
McGee Richard K.
EVP, General Counsel & Sec.
Transactions
- Tax Payment
Common Units
2025-08-14$17.78/sh−69,544$1,236,492→ 606,353 total - Award
Phantom Units
2025-08-14+122,650→ 122,650 total→ Common Units (122,650 underlying) - Exercise/Conversion
Common Units
2025-08-14+176,731→ 675,897 total - Exercise/Conversion
Phantom Units
2025-08-14−176,731→ 0 totalFrom: 2025-08-14Exp: 2025-08-14→ Common Units (176,731 underlying)
Footnotes (5)
- [F1]Phantom Units granted under Long-Term Incentive Plan (includes 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 56,325 phantom units, will vest on the August 2028 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 28,162 phantom units (assuming 100% payout at target), will potentially vest on the August 2028 distribution date at a scaled payout range of between 0% to 200% based on PAA's total shareholder return (TSR) over the three-year period ending June 30, 2028 compared to the TSR of a selected peer group (payout based on numeric rank with 100% earned at median and interpolation between ranks, and with payout being subject to reduction by up to 25 basis points, but not below 100%, if actual TSR is negative); and
- [F4](c) Tranche 3, consisting of 28,163 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2028 distribution date at a scaled payout range of between 0% and 200% based on PAA achieving cumul. distributable cash flow (DCF) per common unit equivalent (CUE) of $8.40 over the 3-year period ending 6/30/28 (with payout equaling 100% at cumul. DCF/CUE over such period of $8.40 and being equal to 0% for cumul. DCF/CUE over such period of $7.56 or lower and 200% for cumul. DCF/CUE over such period of $9.24 or higher, with interpolation btw. such points, and with payout being subject to reduction by 25 basis pts. if PAA's leverage ratio (long term debt to adj. EBITDA as calculated pursuant to PAA's sr. unsecured revolving credit facility) as of 6/30/28 is greater than the leverage ratio that equals the upper end of our then applicable non-rating agency target leverage ratio range.
- [F5]DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2026 distribution date; beginning in November 2026, DERs associated with Tranche 1 will be paid quarterly until the phantom units vest or terminate. 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 2028 distribution date with respect to each phantom unit that vests, if any, on such date. Any Tranche 2 or Tranche 3 phantom units that are determined to not have vested as of the August 2028 distribution date shall expire as of such date.
Issuer
PLAINS ALL AMERICAN PIPELINE LP
CIK 0001070423
Entity typeother
Related Parties
1- filerCIK 0001490023
Filing Metadata
- Form type
- 4
- Filed
- Aug 17, 8:00 PM ET
- Accepted
- Aug 18, 5:51 PM ET
- Size
- 12.7 KB