SEC Form 4 · accession 0000899243-16-010763
Tallgrass Energy Partners, LP · TEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Tallgrass Energy Holdings, LLC
10% Owner
Tallgrass Development, LP
10% Owner
Tallgrass Operations, LLC
10% Owner
Period of report
Jan 4, 2016
Accepted (ET)
Jan 5, 2016 · 10:51 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001569134
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common units representing limited partner interestsF1,F2 | Jan 4, 2016 | J | 6,518,000 | — | A | 12,873,480 | I | By Tallgrass Operations, LLC |
| Common units representing limited partner interestsF3 | holding | — | — | — | 20,000,000 | I | By Tallgrass Equity, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On January 4, 2016, the Issuer, Tallgrass Development, LP ("Tallgrass Development") and Tallgrass Operations, LLC ("Tallgrass Operations") entered into that certain Contribution and Transfer Agreement pursuant to which Tallgrass PXP Holdings, LLC, an indirect wholly-owned subsidiary of the Issuer, acquired 31.3% of the issued and outstanding membership interests in Tallgrass Pony Express Pipeline, LLC (the "Subject Interest") from Tallgrass Operations, effective as of January 1, 2016. The 6,518,000 common units representing limited partner interests acquired by Tallgrass Operations and reported herein were issued to Tallgrass Operations as partial consideration for the Issuer's acquisition of the Subject Interest.
- F2This Form 4 is being filed jointly by Tallgrass Energy Holdings, LLC ("Tallgrass Holdings"), Tallgrass Operations and Tallgrass Development. The securities of the Issuer are owned directly by Tallgrass Operations. Tallgrass Development directly owns 100% of the outstanding securities of Tallgrass Operations and Tallgrass Holdings is the general partner of Tallgrass Development. Tallgrass Holdings and Tallgrass Development may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Operations. Tallgrass Holdings and Tallgrass Development each disclaims beneficial ownership of the common units representing limited partner interests held by Tallgrass Operations except to the extent of its respective pecuniary interest therein.
- F3Tallgrass Holdings also directly owns 100% of the outstanding securities of TEGP Management, LLC, the general partner of Tallgrass Energy GP, LP, and Tallgrass Energy GP, LP is the managing member of Tallgrass Equity, LLC. Tallgrass Equity, LLC directly owns 20,000,000 common units representing limited partner interests of the Issuer. Tallgrass Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Equity, LLC. Tallgrass Holdings disclaims beneficial ownership of the common units representing limited partner interests held by Tallgrass Equity, LLC except to the extent of its pecuniary interest therein.