SEC Form 4 · accession 0000899243-18-019352

Tallgrass Energy, LP · TGE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The Reporting Person acquired beneficial ownership of 250,230 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 (the "Merger Agreement"), 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, (i) each common unit representing a limited partner interest in TEP (a "Common Unit") held by the Reporting Person immediately prior to the Merger converted into the right to receive 2.0 Class A Shares (the "Exchange Ratio") and (ii) as further described in the Merger Agreement, each equity participation unit in TEP (a "TEP EPU") held by the Reporting Person immediately prior to the Merger converted into the right to receive equity participation shares in the Issuer (each, a "Converted EPS") on substantially the same terms as such TEP EPU, but subject to adjustment to take into account the Exchange Ratio. Following the Merger, each such Converted EPS will be settled, when vested, if at all, in Class A Shares.
• F3Includes 203,200 unvested Equity Participation Shares in the Issuer ("EPSs") of which the Reporting Person acquired beneficial ownership as a result of the conversion at the Effective Time of the unvested TEP EPUs held by the Reporting Person immediately prior to the Effective Time, of which (i) 5,800 will vest on May 13, 2019, (ii) 4,000 will vest on November 1, 2019, (iii) 13,400 will vest on January 1, 2020 and (iv) 180,000 will vest on the earliest date on or after April 1, 2021 on which the average compounded annual distribution growth rate for regular quarterly Issuer distributions, based upon the regular quarterly distribution paid by the Issuer on, or immediately prior to, such date is at least 5% over an annualized distribution rate of $1.67 per Class A Share, as determined by the board of directors of the general partner of the Issuer (the "Distribution Hurdle Date").
• F4(Continued from Footnote 3) If the Distribution Hurdle Date has not occurred by August 2, 2024, the 180,000 EPSs described in clause (iv) will expire and terminate and no vesting will occur.
• F5Includes 238,200 unvested EPSs, of which (i) 35,000 will vest on May 12, 2019, and (ii) 203,200 will vest in accordance with the terms described in footnote 2.
• F6Pursuant to the limited liability company agreement of Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), at any time and from time to time, the Reporting Person may exchange his TEGP Tracking Units in Tallgrass KC ("TEGP Tracking Units") for an equivalent number of Class A Shares of the Issuer. As a result, the Reporting Person may be deemed to beneficially own the Class A Shares receivable upon exercise of such exchange right.
• F7The TEGP Tracking Units constitute derivative securities as described herein.

Remarks

Executive Vice President, General Counsel and Secretary