SEC Form 4 · accession 0001209191-15-016362
Tallgrass Energy Partners, LP · TEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Tallgrass Development GP, LLC
10% Owner
Tallgrass Development, LP
10% Owner
Tallgrass Operations, LLC
10% Owner
Tallgrass GP Holdings, LLC
10% Owner
Period of report
Feb 17, 2015
Accepted (ET)
Feb 19, 2015 · 8:25 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 interestsF1,F2 | Feb 17, 2015 | C | 16,200,000 | — | A | 26,355,480 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subordinated units representing limited partner interestsF1,F2 | — | Feb 17, 2015 | C | 16,200,000 | D | — | — | Common units representing limited partner interests | 16,200,000 | 0 | I |
Explanation of responses
- F1Represents the conversion of 16,200,000 subordinated units representing limited partner interests (the "Subordinated Units") in Tallgrass Energy Partners, LP (the "Issuer"), which were converted into common units representing limited partner interests on a one-to-one basis upon the termination of the subordination period as set forth in the Amended and Restated Agreement of Limited Partnership of Tallgrass Energy Partners, LP, dated as of May 17, 2013. The Subordinated Units had no expiration date.
- F2This Form 4 is being filed jointly by Tallgrass GP Holdings, LLC ("Tallgrass GP Holdings"), Tallgrass Development GP, LLC ("Tallgrass Development GP"), Tallgrass Development, LP ("Tallgrass Development") and Tallgrass Operations, LLC ("Tallgrass Operations"). The securities of the Issuer are owned directly by Tallgrass Operations. Tallgrass GP Holdings directly owns 100% of the outstanding membership interests of Tallgrass Development GP. Tallgrass Development GP is the general partner of Tallgrass Development. Tallgrass Development directly owns 100% of the outstanding securities of Tallgrass Operations. Tallgrass GP Holdings, Tallgrass Development GP and Tallgrass Development may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Operations.