SEC Form 4 · accession 0000899243-18-003409
Tallgrass Energy, LP · TGE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tallgrass KC, LLC
10% Owner
Period of report
Feb 7, 2018
Accepted (ET)
Feb 9, 2018 · 6:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001633651
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B sharesF1,F2 | Feb 7, 2018 | A | 3,444,348 | — | A | 30,820,458 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Units in Tallgrass Equity, LLCF1,F2 | — | Feb 7, 2018 | J | 3,444,348 | A | — | — | Class A Shares | 30,820,458 | 30,820,458 | D |
Explanation of responses
- F1In connection with the merger of Tallgrass Development, LP, a private Delaware limited partnership, with and into a wholly-owned subsidiary of Tallgrass Equity, LLC, a private Delaware limited liability company ("Tallgrass Equity") on February 7, 2018, Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), received 3,444,348 Class B shares of Issuer ("Class B Shares") and 3,444,348 Units of Tallgrass Equity ("Units") as consideration in the merger. Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, LLC ("Tallgrass Equity") dated May 12, 2015, Tallgrass KC has the right from time to time,
- F2(Continued From Footnote 1) at Tallgrass KC's sole election, to immediately exchange its Class B Shares and a corresponding number of Units for a like number of Class A shares of the Issuer ("Class A Shares"), subject to certain thresholds regarding the number of Class B Shares and Units to be exchanged. As a result, all Class B Shares and Units owned by Tallgrass KC, whether or not exchanged as of the date hereof, may be deemed to constitute Class A Shares beneficially owned by Tallgrass KC because Tallgrass KC may acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass KC's sole election.