SEC Form 4 · accession 0000899243-18-019349
Tallgrass Energy, LP · TGE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David G Dehaemers Jr.
Officer — See Remarks · Director · 10% Owner
Period of report
Jun 30, 2018
Accepted (ET)
Jul 3, 2018 · 8:03 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 A SharesF1,F2,F3,F6 | Jun 30, 2018 | J | 1,146,412 | — | A | 1,754,542 | I | See Footnotes |
| Class B SharesF4,F5,F6 | holding | — | — | — | 29,697,863 | I | See Footnotes |
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, LLCF7,F4,F5,F6 | — | holding | — | — | — | — | — | Class A Shares | 29,697,863 | 29,697,863 | I |
Explanation of responses
- F1The Reporting Person acquired indirect ownership of 1,146,412 Class A Shares of the Issuer ("Class A Shares") as consideration in the merger (the "Merger") of Razor Merger Sub, LLC, a Delaware limited liability company ("Merger Sub"), with and into Tallgrass Energy Partners, LP, a Delaware limited partnership ("TEP"), with TEP surviving the merger as a wholly-owned subsidiary of Tallgrass Equity, LLC ("Tallgrass Equity") and its subsidiaries, which was effected pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018, by and among the Issuer, Tallgrass Equity, TEP, Merger Sub and Tallgrass MLP GP, LLC, a Delaware limited liability company. The Merger closed on June 29, 2018, with a delayed effective date and time of June 30, 2018 at 11:59 p.m. Central Daylight Time (the "Effective Time").
- F2(Continued from footnote 1) At the Effective Time, each common unit representing a limited partner interest in TEP held by the Reporting Person immediately prior to the Merger converted into the right to receive 2.0 Class A Shares.
- F3The Reporting Person indirectly owns the Class A Shares reported herein through the David G. Dehaemers, Jr. Revocable Trust, dated April 26, 2006 (the "Dehaemers Revocable Trust"), for which the reporting person serves as Trustee.
- F4Beneficial ownership of 29,416,692 Class B Shares of the Issuer ("Class B Shares") and 29,416,692 Units representing limited liability company interests (the "Units") in Tallgrass Equity referred to herein is held of record by Tallgrass KC and 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. Beneficial ownership of the remaining 281,171 Class B Shares and 281,171 Units of Tallgrass Equity referred to herein is held of record by the Dehaemers Revocable Trust and 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.
- F5Pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Issuer dated July 1, 2018 and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity dated May 12, 2015, Tallgrass KC and the Dehaemers Revocable Trust each have the right, from time to time, at their sole election, to immediately exchange their 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, the Reporting Person may be deemed to beneficially own the Class A Shares receivable upon exercise by Tallgrass KC or the Dehaemers Revocable Trust as a result of their respective exchange rights.
- F6The Reporting Person disclaims beneficial ownership of the Class A Shares, Class B Shares and Units reported herein except to the extent of his pecuniary interest therein.
- F7The Units in Tallgrass Equity, collectively with the Class B Shares, constitute derivative securities as described herein.
Remarks
President and Chief Executive Officer