SEC Form 4 · accession 0000899243-18-003437
Tallgrass Energy, LP · TGE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 7, 2018
Accepted (ET)
Feb 9, 2018 · 6:54 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,F3 | Feb 7, 2018 | A | 10,497,067 | — | A | 46,386,232 | 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 of Tallgrass Equity, LLCF1,F2,F3 | — | Feb 7, 2018 | J | 10,497,067 | A | — | — | Class A shares | 10,497,067 | 46,386,232 | I |
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 (the "Merger"), Tallgrass Holdings, LLC, a private Delaware limited liability company ("Tallgrass Holdings"), received 10,497,067 Class B shares of the Issuer ("Class B Shares") and 10,497,067 Common 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,
- F2(Continued from Footnote 1) Tallgrass Holdings has the right from time to time, at Tallgrass Holdings' 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 Holdings, whether or not exchanged as of the date hereof, may be deemed to constitute Class A Shares beneficially owned by the Reporting Persons (see footnote (3)) because Tallgrass Holdings may acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass Holdings' sole election.
- F3EMG Fund II Management, LP, a private Delaware limited partnership ("EMG LP"), is the manager of Tallgrass Holdings and therefore may be deemed to be the beneficial owner of all of the Class B Shares and Units reported herein. EMG Fund II Management, LLC, a private Delaware limited liability company, is the general partner of EMG LP, which is the manager of Tallgrass Holdings, and therefore may be deemed to be the beneficial owner of all of the Class B Shares and Units reported herein. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by either Reporting Person that it is the beneficial owner of any of the Class B Shares and Units reported herein for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed except to the extent of each Reporting Person's pecuniary interest therein.