SEC Form 4 · accession 0000899243-16-032658
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
Oct 31, 2016
Accepted (ET)
Nov 2, 2016 · 6:51 pm EDT
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 interestsF3 | Oct 31, 2016 | J | 1,251,760 | $42.50 | D | 8,058,574 | I | By Tallgrass Operations, LLC |
| Common units representing limited partner interestsF4 | holding | — | — | — | 20,000,000 | I | By Tallgrass Equity, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On October 31, 2016, the Issuer partially exercised a call option previously granted by Tallgrass Operations, LLC ("Tallgrass Operations") in favor of the Issuer covering 1,251,760 of the Issuer's common units for a cash payment of $53.2 million. The call option had been granted pursuant to that certain Contribution and Transfer Agreement effective as of January 1, 2016 (the "Contribution Agreement") among the Issuer, Tallgrass Development, LP ("Tallgrass Development") and Tallgrass Operations. Under the Contribution Agreement, 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.
- F2(continued from Footnote 1) As partial consideration for the Issuer's acquisition of the Subject Interest under the Contribution Agreement, 6,518,000 common units representing limited partner interests were issued to Tallgrass Operations on January 4, 2016, which common units were subject to an 18 month call option at a price of $42.50 per unit granted by Tallgrass Operations in favor of the Issuer. Previously, on July 21, 2016, the Issuer partially exercised the call option covering 3,563,146 of the Issuer's common units for a cash payment of $151.4 million. Following the Issuer's second partial exercise of the call option on October 31, 2016, 1,703,094 common units remained subject to the call option.
- F3This Form 4 is being filed jointly by Tallgrass Energy Holdings, LLC ("Tallgrass Holdings"), Tallgrass Operations, LLC ("Tallgrass Operations") and Tallgrass Development, LP ("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.
- F4Tallgrass 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.