Edgar Filing: PLAINS ALL AMERICAN PIPELINE LP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ALLEN PAUL G

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

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

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

(Last)

(First)

(Middle)

505 FIFTH AVENUE S., SUITE 900

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2007

(Street)

SEATTLE, WA 98104

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Program

⁽¹⁾ ⁽²⁾

03/23/2007

⁽³⁾

Common Units

12,390,120 ⁽¹⁾

⁽²⁾

See footnote. ⁽⁴⁾

Carry Interest

⁽⁵⁾

03/23/2007

⁽⁶⁾

Common Units

1,995,954 ⁽⁷⁾

$ 300,000 ⁽⁸⁾

See footnote. ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ALLEN PAUL G 505 FIFTH AVENUE S., SUITE 900 SEATTLE, WA 98104		X

Signatures

Gregory P. Landis as Attorney-in-Fact for Paul Allen		03/26/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	The Reporting Person owns 14,386,074 Common Units of the Issuer, of which 12,390,120 are owned directly by Vulcan Energy Corporation ("Vulcan Energy"), which is controlled by the Reporting Person.
(2)	Vulcan Inc. ("Vulcan"), which is wholly-owned by the Reporting Person, adopted an incentive plan pursuant to which one of its investment managers has a right to receive from Vulcan a fee based on the performance of certain assets of the Reporting Person, including the Reporting Person's interests in the Issuer's Common Units that are owned by Vulcan Energy.
(3)	October 31, 2016, although this date may be earlier or later under certain circumstances pursuant to the terms of the Agreement.
(4)	The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
(5)	Vulcan entered into a letter agreement with the investment manager referenced in footnote 2 pursuant to which such investment manager is entitled to receive interests in an investment fund that will have an indirect interest in 1,995,954 of the Issuer's Common Units that are owned directly by a limited liability company that is indirectly controlled by the Reporting Person.
(6)	December 31, 2013, although this date may be earlier or later under certain circumstances pursuant to the terms of the Agreement.
(7)	The Reporting Person owns 14,386,074 Common Units of the Issuer, of which 1,995,954 are owned directly by a limited liability company that is indirectly controlled by the Reporting Person.
(8)	The investment fund in which interests are receivable as consideration for such payment will have an indirect interest in 1,995,954 of the Issuer's Common Units, among other assets.

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