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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.8)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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CUSIP NO. 726503105

SCHEDULE 13D

PAGE 2 OF 6 PAGES

 

1	NAME OF REPORTING PERSON
	S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	(A)  KAYNE ANDERSON CAPITAL ADVISORS, L.P.- 95-4486379
	(B)   Richard A. Kayne
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	(A)  A CALIFORNIA LIMITED PARTNERSHIP
	(B)  Individual

	7	SOLE VOTING POWER
		(A)	0
NUMBER OF		(B)	1,320,253
Shares
BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY		(A)	9,911,894
EACH REPORTING		(B)	9,911,894
PERSON WITH
	9	SOLE DISPOSITIVE POWER
		(A)	0
		(B)	1,320,253
	10	SHARED DISPOSITIVE POWER
		(A)	9,911,894
		(B)	9,911,894

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(A)	9,911,894
	(B)	11,232,147
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	(A)	2.89%
	(B)	3.28%
12	TYPE OF REPORTING PERSON
	(A)	IA
	(B)	IN

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United States

Securities and Exchange Commission

Schedule 13D

Amendment No 8.

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Item 1.

Security and Issuer

Common Units.

CUSIP:726503105

Plains All American Pipeline, LP

333 Clay Street, Suite 1600

Houston, TX  77002

Item 2.

Identity and Background

The Reporting Persons include Kayne Anderson Capital Advisors, L.P. and Richard A. Kayne.

a.	Kayne Anderson Capital Advisors, L.P.

Kayne Anderson Capital Advisors, L.P. (“KACALP”), a California limited partnership, is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940.  It serves as sole general partner of and investment adviser to various investment partnerships holding the issuer’s Common Units. KACALP also serves as the sole managing member of KA Fund Advisors, LLC investment adviser to Kayne Anderson MLP Investment Company (“KYN”), Kayne Anderson Energy Total Return Fund (“KYE”), Kayne Anderson Midstream/ Energy Fund, Inc. (“KMF”)and Kayne Anderson Energy Development Company (“KED”), publicly traded closed-end funds, and a small number of separate account clients which hold the issuer’s Common Stock.

Kayne Anderson Investment Management, Inc. (“KAIM”), a Nevada corporation, is the sole general partner of KACALP. KAIM is owned by KA Holdings, Inc. (“KA Holdings”), a California corporation, the shareholders of which are Richard A. Kayne and the estate of John E. Anderson.  The principal business address of the Reporting Persons, KAIM and KA Holdings is 1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067.

b.	Richard A. Kayne

Mr. Kayne, a U.S. citizen, is President, Chief Executive Officer and Director of KAIM and KA Holdings.

Mr. Kayne also serves as President and Director of KA Associates, Inc., a Nevada corporation (“KAA”). KAA is a registered broker/dealer.  The principal business address of KAA is 1800 Avenue of the Stars, Second Floor, Los Angeles, CA 90067.

c.

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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d.

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 formal executive officers or directors.)  Each such person is a U.S. citizen whose address is, unless noted otherwise, 1800 Avenue of the Stars, Third 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.

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 4.

Purpose of Transaction

This Schedule 13D is filed for purposes of disclosing that the Reporting Persons ownership has declined as a result of a October 9, 2013 distribution to partners by a KACALP managed partnership of all of its shares of Issuer’s outstanding Common Units.  As a result of this decline KACALP and Richard Kayne are making this extinguishing filing of the 13D currently on file with the SEC.

Item 5.

Interest in Securities of the Issuer

The Common Units over which Mr. Kayne has sole voting and dispositive power are held by him directly or by accounts for which he serves as trustee or custodian.  The Common Units over which Mr. Kayne and KACALP have shared voting and dispositive power are held by accounts for which KACALP serves as general partner or investment adviser.

KACALP disclaims beneficial ownership of the Common Units reported, except those Common Units attributable to it by virtue of its general partner interests in the limited partnerships holding such shares.  Mr. Kayne disclaims beneficial ownership of the Common Units reported, except those Common Units held by him or attributable to him by virtue of his limited partner interests in such limited partnerships, his indirect interest in the interest of KACALP in such limited partnerships and by his ownership common stock of the respective registered investment companies.

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Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 7.

Material to Be Filed as Exhibits.

None.

 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

KAYNE ANDERSON CAPITAL ADVISORS, L.P.
By:	Kayne Anderson Investment Management, Inc.
	By:	/S/ David J. Shladovsky
		David J. Shladovsky, Secretary

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This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934 (the "Act") by and between the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings.  The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

 

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