SEC Form 4 · accession 0000899243-18-003419
Tallgrass Energy, LP · TGE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David G Dehaemers Jr.
Officer — President and CEO · Director · 10% Owner
Period of report
Feb 7, 2018
Accepted (ET)
Feb 9, 2018 · 6:36 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 SharesF2,F3,F5 | Feb 7, 2018 | A | 3,444,348 | — | A | 30,820,458 | I | See Footnotes |
| Class B SharesF4,F5 | Feb 7, 2018 | A | 281,171 | — | A | 31,101,629 | I | See Footnotes |
| Class A SharesF1 | holding | — | — | — | 550,630 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Units in Tallgrass Equity, LLCF2,F3,F5,F6 | — | Feb 7, 2018 | J | 3,444,348 | A | — | — | Class A Shares | 3,444,348 | 30,820,458 | I |
| Units in Tallgrass Equity, LLCF4,F5,F6 | — | Feb 7, 2018 | J | 281,171 | A | — | — | Class A Shares | 281,171 | 31,101,629 | I |
Explanation of responses
- F1The Reporting Person indirectly owns the Class A Shares through the David G. Dehaemers, Jr. Revocable Trust, dated April 26, 2006 (the "Dehaemers Revocable Trust"), for which the Reporting Person serves as Trustee. The Reporting Person disclaims beneficial ownership of the Class A Shares reported herein except to the extent of his pecuniary interest therein.
- F2In 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 (the "Merger"), Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), received 3,444,348 Class B Shares of Issuer and 3,444,348 Units of Tallgrass Equity as consideration in the Merger. Beneficial ownership of the 30,820,458 Class B Shares and 30,820,458 Tallgrass Equity Units referred to herein is being reported hereunder solely because the Reporting Person may be deemed to beneficially own such securities as a result of his status as the sole manager of Tallgrass KC.
- F3(Continued From Footnote 2) Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015, Tallgrass KC has the right to exchange (the "Exchange Right") its Class B Shares and a corresponding number of Tallgrass Equity Units for a like number of Class A Shares. As a result, the Reporting Person may be deemed to beneficially own the Class A Shares receivable upon exercise of the Exchange Right.
- F4Also as consideration in the Merger, the Dehaemers Revocable Trust received 281,171 Class B Shares of Issuer and 281,171 Units of Tallgrass Equity. Beneficial ownership of the 281,171 Class B Shares and 281,171 Tallgrass Equity Units referred to herein is being reported hereunder solely because the Reporting Person may be deemed to beneficially own such securities as a result of his status as the trustee of the Dehaemers Revocable Trust. Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015, the Dehaemers Revocable Trust may exercise the Exchange Right for Class A Shares. As a result, the Reporting Person may be deemed to beneficially own the Class A Shares receivable upon exercise of the Exchange Right.
- F5The Reporting Person disclaims beneficial ownership of the securities held by Tallgrass KC and the Dehaemers Revocable Trust, except to the extent of his pecuniary interest therein.
- F6The Tallgrass Equity Units, collectively with the Class B Shares, constitute the derivative securities as described herein.