Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On and effective as of August 19, 2021, the Board of Directors (the "Board") of PAA GP Holdings LLC ("GP Holdings") approved and adopted Amendment No. 5 (the "Amendment") to GP Holdings' Third AmDended and Restated Limited Liability Company Agreement ("LLC Agreement"). The Amendment eliminates all previously negotiated "director designation" rights and requires that all directors be subject to public election. The Amendment, which was consented to by Kayne Anderson Capital Advisors, L.P. ("Kayne Anderson"), eliminates Kayne Anderson's legacy contractual right to designate an individual to serve on the Board without being subject to public election. The Amendment also eliminates all previously negotiated rights, including Kayne Anderson's right to appoint a Board observer under certain circumstances. The Amendment does not impact the provisions of the LLC Agreement relating to the right of holders of Plains All American Pipeline, L.P.'s ("PAA") Series A Convertible Preferred Units to appoint a director in the event of a default with respect to the payment of distributions on such securities.

The Board also approved the appointment of Kevin McCarthy, Kayne Anderson's previously designated director to the Board, to serve as a Director until the Plains GP Holdings, L.P. ("PAGP") Annual Meeting of Shareholders to be held in May 2022, and the nomination of Mr. McCarthy to stand for election at such Annual Meeting. As a result of this change, together with the amendment of the LLC Agreement in February of this year to require public election of all directors who are current or former members of management, all of the GP Holdings Board Members are now subject to public election. In addition, going forward, Mr. McCarthy will serve as a Director on the same basis as all other non-management directors in terms of the rights, duties, and obligations of Directors.

For additional information regarding Mr. McCarthy, please see PAGP's definitive proxy statement dated April 12, 2021.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The description of the Amendment included under Item 5.02 above is hereby incorporated by reference under this Item 5.03. Such description is qualified in its entirety by reference to the full text of such Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

In accordance with General Instruction B.2 of Form 8-K, the information presented herein under Item 7.01 shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended.

On August 24, 2021, PAA and PAGP issued a press release announcing the changes described under Item 5.02 and Item 5.03 above. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit     Description
Number
    3.1       Amendment No. 5 dated August 19, 2021 to the Third Amended and
            Restated Limited Liability Company Agreement of PAA GP Holdings LLC
            dated as of February 17, 2017.
   99.1       Press Release Dated August 24, 2021.
    104     Cover Page Interactive Data File (formatted as inline XBRL and
            contained in Exhibit 101)




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