OMB
APPROVAL
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OMB
Number: 3235-0145
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Expires:
October 31, 2002
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Estimated
average burden
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Hours
per response
14.90
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PLAINS
ALL AMERICAN PIPELINE, LP
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(Name
of Issuer)
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COMMON
UNITS
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(Title
of Class of Securities)
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726503105
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(CUSIP
Number)
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DAVID
J. SHLADOVSKY, C/O KAYNE ANDERSON CAPITAL ADVISORS,
L.P.
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1800
AVENUE OF THE STARS, SECOND FLOOR, LOS ANGELES, CA
90067
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(310)
556-2721
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(Name,
Address and Telephone Number of Person
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Authorized
to Receive Notices and Communications)
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05-15-09
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(Date
of Event which Requires Filing of this
Statement)
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CUSIP
NO. 726503105
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SCHEDULE
13D
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PAGE
2 OF 7 PAGES
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1
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NAME
OF REPORTING PERSON
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S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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KAYNE
ANDERSON CAPITAL ADVISORS, L.P. - 95-4486379
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC
USE ONLY
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|||
4
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SOURCE
OF FUNDS
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|||
AF
PF
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||||
5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(E)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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A
CALIFORNIA LIMITED PARTNERSHIP
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7 |
SOLE
VOTING POWER
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NUMBER
OF
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0
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SHARES
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||||
BENEFICIALLY
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8 |
SHARED
VOTING POWER
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OWNED
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||||
BY
EACH
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6,932,810
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|||
REPORTING
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||||
PERSON
WITH
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9 |
SOLE
DISPOSITIVE POWER
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0
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||||
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10 |
SHARED
DISPOSITIVE POWER
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6,932,810
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||||
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
6,932,810
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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5.39%
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14
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TYPE
OF REPORTING PERSON
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IA
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CUSIP
NO. 726503105
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SCHEDULE
13D
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PAGE
3 OF 7 PAGES
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1
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NAME
OF REPORTING PERSON
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S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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RICHARD
A. KAYNE -
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
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AF
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(E)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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A
U.S. CITIZEN
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7 |
SOLE
VOTING POWER
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NUMBER
OF
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274,649
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SHARES
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BENEFICIALLY
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8 |
SHARED
VOTING POWER
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OWNED
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||||
BY
EACH
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6,932,810
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REPORTING
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||||
PERSON
WITH
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9 |
SOLE
DISPOSITIVE POWER
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274,649
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||||
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10 |
SHARED
DISPOSITIVE POWER
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6,932,810
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||||
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,207,459
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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5.60%
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14
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TYPE
OF REPORTING PERSON
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IN
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||||
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PAGE 4
OF 7 PAGES
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Plains
All American Pipeline, LP
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333
Clay Street, Suite 1600
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Houston,
TX 77002
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a.
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Kayne Anderson Capital
Advisors, L.P.
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b.
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Richard A.
Kayne
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c.
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None
of the Reporting Persons, KAIM or KA Holdings has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
in the past five years, nor has any of them been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction,
which resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such law
during the last five years.
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PAGE 5
OF 7 PAGES
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d.
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The
following additional persons are officers and/or directors of one or more
of KAIM and KA Holdings. (KACALP, a limited partnership, does
not have any executive officers or directors.) Each such person
is a U.S. citizen whose address is, unless noted otherwise, 1800 Avenue of
the Stars, Second Floor, Los Angeles, California 90067. None of
such persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) in the past five years, nor
has any of them been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, which resulted in a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such law during
the last five years.
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John
E. Anderson.
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Chairman
of Topa Equities, Ltd., a diversified investment company located at 1800
Avenue of the Stars, Suite 1400, Los Angeles, California
90067. Mr. Anderson is Director of KAIM and KA
Holdings.
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Howard
M. Zelikow.
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Vice
President and Director of KAIM
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Robert
V. Sinnott.
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President
of KAIM
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David
J. Shladovsky.
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General
Counsel and Secretary of KAIM and KA
Holdings.
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John
F. Daley.
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Chief
Financial Officer and Treasurer of KAIM and KA
Holdings.
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PAGE 6
OF 7 PAGES
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Date
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Common
Stock # of shares
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Stock
Price
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Where/how transaction
effected
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05/15/09
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906,549
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N/A
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Pro
rata distribution to partners in investment
partnership.
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May 15, 2009
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Date
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/S/ Richard A. Kayne
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Richard
A. Kayne
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By:
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Kayne
Anderson Investment Management, Inc.
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By:
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/S/ David J. Shladovsky
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David
J. Shladovsky, Secretary
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PAGE 7
OF 7 PAGES
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/S/ Richard A. Kayne
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Richard
A. Kayne
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/S/ David J. Shladovsky
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Kayne
Anderson Capital Advisors, L.P., by
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David
J. Shladovsky, Secretary of
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Kayne
Anderson Investment Management, Inc.,
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general
partner
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