SEC Form 4 · accession 0000899243-17-002745
Tallgrass Energy Partners, LP · TEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Tallgrass Energy Holdings, LLC
10% Owner
Period of report
Feb 1, 2017
Accepted (ET)
Feb 3, 2017 · 5:15 pm 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 interestsF2,F3 | Feb 1, 2017 | J | 1,703,094 | $42.50 | D | 6,355,480 | I | By Tallgrass Operations, LLC |
| Common units representing limited partner interestsF2,F3 | Feb 1, 2017 | J | 736,262 | $47.99 | D | 5,619,218 | 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 February 1, 2017, the Issuer repurchased 2,439,356 of the Issuer's common units from Tallgrass Operations, LLC ("Tallgrass Operations"), equaling the number of common units sold by the Issuer under its at-the-market equity program since November 3, 2016. 1,703,094 common units were repurchased pursuant to a call option granted by Tallgrass Operations and, following such repurchase, no additional common units remain subject to the call option. 736,262 common units were repurchased for a negotiated cash payment of approximately $35.3 million, which was approved by the Conflicts Committee of the Board of Directors of the Issuer's general partner.
- F2This Form 4 is being filed jointly by Tallgrass Energy Holdings, LLC ("Tallgrass Holdings"), 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.
- F3(Continued from footnote 2) 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. As a result of the transactions reported on this Form 4, Tallgrass Operations and Tallgrass Development no longer hold 10% of the outstanding securities of Issuer and, therefore, are no longer subject to Section 16 filings in connection with ownership of the Issuer.
- 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.