SEC Form 4 · accession 0000899243-18-019346
Tallgrass Energy Partners, LP · TEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary J Brauchle
Officer — See Remarks
Period of report
Jun 30, 2018
Accepted (ET)
Jul 3, 2018 · 8:02 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 interestsF1,F2,F3 | Jun 30, 2018 | J | 6,700 | — | D | 0 | D | |
| Common Units representing limited partner interestsF1,F2,F3,F4 | Jun 30, 2018 | J | 62,113 | — | D | 0 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person ceased to beneficially own the common units representing limited partner interests ("Common Units") in the Issuer reported herein at the Effective Time (as defined below) of the merger (the "Merger") of Razor Merger Sub, LLC, a Delaware limited liability company ("Merger Sub"), with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Tallgrass Equity, LLC ("Tallgrass Equity") and its subsidiaries. The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018 (the "Merger Agreement"), by and among the Issuer, Tallgrass Equity, Tallgrass Energy, LP, a Delaware limited partnership formerly known as Tallgrass Energy GP, LP ("TGE"), Merger Sub and Tallgrass MLP GP, LLC, a Delaware limited liability company. The Merger closed on June 29, 2018, with a delayed effective date and time of June 30, 2018 at 11:59 p.m. Central Daylight Time (the "Effective Time").
- F2(Continued from Footnote 1) At the Effective Time, (i) each Common Unit held by the Reporting Person immediately prior to the Merger converted into the right to receive 2.0 Class A shares representing limited partner interests in TGE (the "Exchange Ratio") and (ii) as further described in the Merger Agreement, each equity participation unit in TEP (a "TEP EPU") held by the Reporting Person immediately prior to the Merger converted into the right to receive equity participation shares in TGE on substantially the same terms as such TEP EPU, but subject to adjustment to take into account the Exchange Ratio.
- F3Following the Effective Time of the Merger, the Reporting Person no longer owns, directly or indirectly, any Common Units.
- F4The Reporting Person indirectly owned the Common Units reported herein under trust agreement dated April 10, 2014, for which the Reporting Person serves as Trustee. The Reporting Person disclaims beneficial ownership of the Common Units reported herein except to the extent of his pecuniary interest therein.
Remarks
Executive Vice President and Chief Financial Officer