<SEC-DOCUMENT>0001615619-20-000120.txt : 20201001
<SEC-HEADER>0001615619-20-000120.hdr.sgml : 20201001
<ACCEPTANCE-DATETIME>20201001173605
ACCESSION NUMBER:		0001615619-20-000120
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20201001
FILED AS OF DATE:		20201001
DATE AS OF CHANGE:		20201001

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			McCarthy Kevin S
		CENTRAL INDEX KEY:			0001304183

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14569
		FILM NUMBER:		201217282

	MAIL ADDRESS:	
		STREET 1:		C/O KAYNE ANDERSON CAPITAL ADVISORS, LP
		STREET 2:		1800 AVENUE OF THE STARS, SECOND FLOOR
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90067

	FORMER NAME:	
		FORMER CONFORMED NAME:	McCarthy Kevin
		DATE OF NAME CHANGE:	20040923

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PLAINS ALL AMERICAN PIPELINE LP
		CENTRAL INDEX KEY:			0001070423
		STANDARD INDUSTRIAL CLASSIFICATION:	PIPE LINES (NO NATURAL GAS) [4610]
		IRS NUMBER:				760582150
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		333 CLAY STREET
		STREET 2:		SUITE 1600
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002
		BUSINESS PHONE:		7136544100

	MAIL ADDRESS:	
		STREET 1:		333 CLAY STREET
		STREET 2:		SUITE 1600
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>edgar.xml
<DESCRIPTION>PRIMARY DOCUMENT
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2020-10-01</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001070423</issuerCik>
        <issuerName>PLAINS ALL AMERICAN PIPELINE LP</issuerName>
        <issuerTradingSymbol>PAA</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001304183</rptOwnerCik>
            <rptOwnerName>McCarthy Kevin S</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>811 MAIN, 14TH FLOOR</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>HOUSTON</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>77002</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Director</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Units representing limited partner interests</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>0</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Class A Units/Class B Shares/GP Units</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>0</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F2"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Units</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>15861958</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See Footnotes</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                    <footnoteId id="F3"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Reporting Person is the Vice Chairman of Kayne Anderson Capital Advisors, L.P. (&quot;KACALP&quot;), the managing member of the manager of KAFU Holdings (QP), L.P. (&quot;KAFU&quot;), and therefore he may be deemed to be the beneficial owner of all of the interests held by KAFU.</footnote>
        <footnote id="F2">The limited partnership agreement of Plains AAP, L.P. (&quot;AAP&quot;) 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 &quot;Redemption Right&quot;) its Class A Units in AAP (the &quot;AAP Units&quot;), along with the associated Class B shares in Plains GP Holdings, L.P. (the &quot;Class B Shares&quot;) and GP Units in PAA GP Holdings LLC (the &quot;GP Units&quot;) 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.</footnote>
        <footnote id="F3">Reporting Person disclaims beneficial ownership of the securities held by KAFU, except to the extent of his pecuniary interest therein.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>/s/ Kevin S. McCarthy</signatureName>
        <signatureDate>2020-10-01</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment_1.htm
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<html><body><pre>POWER OF ATTORNEY



Know all by these presents that the undersigned hereby constitutes and appoints each of Richard McGee, Ann F. Gullion and Chris Griffith, or either of them signing singly, and with full power of substitution, the undersigned&#39;s true and lawful attorney-in-fact to:

(1) prepare, execute in the undersigned&#39;s name and on the undersigned&#39;s behalf, and submit to the U.S. Securities and Exchange Commission (the SEC) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned, in the undersigned&#39;s capacity as an officer and/or director of Plains All American Pipeline, L.P. (the &quot;Company&quot;), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact&#39;s discretion.

 The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact&#39;s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned&#39;s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned&#39;s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of October, 2020.



/s/ Kevin S. McCarthy

</pre></body></html>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
