SEC Form 4 · accession 0000899243-18-016857
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
Jun 14, 2018
Accepted (ET)
Jun 15, 2018 · 7:35 pm EDT
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 | Jun 14, 2018 | J | 1,403,766 | — | D | 29,416,692 | 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, LLCF3,F4 | — | Jun 14, 2018 | J | 1,403,766 | D | — | — | Class A Shares | 1,403,766 | 29,416,692 | D |
Explanation of responses
- F1The Class B shares of the Issuer ("Class B Shares") and Units representing limited liability company interests (the "Units") in Tallgrass Equity, LLC ("Tallgrass Equity") reported herein were exchanged by Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC") upon the exercise of its right to exchange (the "Exchange Right") its Class B Shares and an equivalent number of Units for a like number of Class A shares of the Issuer ("Class A Shares") pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Issuer Limited Partnership Agreement") and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity dated May 12, 2015 (the "Tallgrass Equity LLC Agreement").
- F2(Continued From Footnote 1) This exchange was made on behalf of a holder of TEGP Tracking Units ("TEGP Tracking Units") in Tallgrass KC (the "Exchanging Holder"), which is owned by certain members of the Issuer's management team. Pursuant to Tallgrass KC's limited liability company agreement, the Exchanging Holder had the right to exchange his TEGP Tracking Units for an equivalent number of Class A Shares. Upon Tallgrass KC's exercise of the Exchange Right on behalf of the Exchanging Holder, the Class A Shares were issued directly to the Exchanging Holder at the direction of Tallgrass KC. Tallgrass KC did not receive any cash proceeds in connection with such distribution, and no commissions or discounts were paid to Tallgrass KC.
- F3Pursuant to the Issuer Limited Partnership Agreement and the Tallgrass Equity LLC Agreement, Tallgrass KC has the right, from time to time, at Tallgrass KC's sole election, to immediately exchange its Class B Shares and an equivalent number of Units for a like number of 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.
- F4The Units in Tallgrass Equity, collectively with the Class B Shares, constitute derivative securities as described herein.