SEC Form 4 · accession 0000899243-18-019355

Tallgrass Energy, LP · TGE

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

Reporting owner

Gary J Brauchle

Officer — See Remarks

Period of report

Jun 30, 2018

Accepted (ET)

Jul 3, 2018 · 8:06 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 Shares^F1,F2,F3	Jun 30, 2018	J	13,400	—	A	13,400	D
Class A Shares^F1,F2,F4	Jun 30, 2018	J	124,226	—	A	145,176	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
TEGP Tracking Units in Tallgrass KC, LLC^F7,F6,F5	—	holding	—	—	—	—	—	Class A Shares	2,183,636	2,183,636	I

Explanation of responses

F1The Reporting Person acquired beneficial ownership of 137,626.41 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.
F2(Continued from Footnote 1) Central Daylight Time (the "Effective Time"). At the Effective Time, (i) 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 (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.
F3Represents 13,400 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, which will vest on January 1, 2020.
F4The Reporting Person indirectly owns the Class A Shares reported herein under trust agreement dated April 10, 2014, 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.
F5Pursuant 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.
F6The Reporting Person indirectly owns the TEGP Tracking Units reported herein under trust agreement dated April 10, 2014, for which the Reporting Person serves as Trustee. The Reporting Person disclaims beneficial ownership of the TEGP Tracking Units reported herein except to the extent of his pecuniary interest therein.
F7The TEGP Tracking Units constitute derivative securities as described herein.

Remarks

Executive Vice President and Chief Financial Officer