Ownership Submission
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, 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 *
  PAA GP Holdings LLC
 2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2016		 3. Issuer Name and Ticker or Trading Symbol
PLAINS ALL AMERICAN PIPELINE LP [PAA]
(Last)
(First)
(Middle)
333 CLAY STREET, STE. 1600, 		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
11/22/2016
(Street)

HOUSTON, TX 77002		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 (Limited Partner Interests) 244,707,926
I
By Plains AAP, L.P. (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PAA GP Holdings LLC
333 CLAY STREET, STE. 1600
HOUSTON, TX 77002		   X   X    
Plains AAP, L.P.
333 CLAY STREET, SUITE 1600
HOUSTON, TX 77002		   X   X    
Plains All American GP LLC
333 CLAY STREET, SUITE 1600
HOUSTON, TX 77002		   X   X    
PLAINS GP HOLDINGS LP
333 CLAY STREET
SUITE 1600
HOUSTON, TX 77002		   X   X    

Signatures

/s/ Ann F. Gullion, Assistant Secretary 01/04/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This Form 3 is being filed in connection with the issuance of units to Plains AAP, L.P. ("AAP") as contemplated by the Simplification Agreement, dated as of July 11, 2016, among PAA GP Holdings LLC ("PAGP GP"), Plains GP Holdings, L.P. ("PAGP"), Plains All American GP LLC ("GP LLC"), AAP, PAA GP LLC, and the Issuer. Upon the closing of the transactions contemplated by the Simplification Agreement, the Issuer issued to AAP 244,707,926 common units ("Common Units") of the Issuer. PAGP GP is the general partner of PAGP, which is the managing member of GP LLC, which is the general partner of AAP. Each of the PAGP GP, PAGP and GP LLC may be deemed to indirectly beneficially own the Common Units directly held by AAP, but disclaim beneficial ownership of such Common Units except to the extent of their respective pecuniary interests therein.
 
Remarks:
This amendment is being filed to reflect that the reporting persons are directors in addition to 10% owners.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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