SEC Form 4 · accession 0000899243-19-007595
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
Mar 11, 2019
Accepted (ET)
Mar 13, 2019 · 6:57 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 | Mar 11, 2019 | J | 1,481,754 | — | D | 27,934,938 | D | |
| Class B SharesF3 | Mar 11, 2019 | S$0 | 27,934,938 | — | D | 0 | 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, LLCF1,F2,F5,F4 | — | Mar 11, 2019 | J | 1,481,754 | D | — | — | Class A Shares | 1,481,754 | 27,934,938 | D |
| Units in Tallgrass Equity, LLCF3,F4 | — | Mar 11, 2019 | S | 27,934,938 | D | — | — | Class A Shares | 27,934,938 | 0 | D |
Explanation of responses
- F1On March 11, 2019, Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), redeemed from certain of its members an aggregate of 1,481,754 TEGP Tracking Units in Tallgrass KC ("TEGP Tracking Units") in exchange for a distribution to such redeeming members of an aggregate of 1,481,754 Units representing limited liability company interests ("Units") in Tallgrass Equity, LLC ("Tallgrass Equity") and a corresponding number of Class B shares of the Issuer ("Class B Shares") underlying such TEGP Tracking Units.
- F2(Continued from Footnote 1) Such redemptions occurred as part of the transactions contemplated by that certain Purchase Agreement (as amended, the "Purchase Agreement"), dated January 30, 2019, by and among Tallgrass Energy Holdings, LLC, a Delaware limited liability company, Tallgrass KC and the other Sellers named therein, Prairie ECI Acquiror LP, a Delaware limited partnership ("Up-C Acquiror 1"), Prairie VCOC Acquiror LP, a Delaware limited partnership ("Up-C Acquiror 2" and together with Up-C Acquiror 1, "Up-C Acquirors"), and the other Purchasers named therein, and the Seller Representatives named therein, as amended.
- F3On March 11, 2019, following the redemptions described in footnotes 1 and 2, pursuant to the Purchase Agreement and among the other transactions consummated pursuant thereto, Tallgrass KC sold to Up-C Acquirors all of the Units and Class B Shares (one Unit and one Class B Share, together, an "Up-C Interest") then owned by Tallgrass KC at a price per Up-C Interest of $22.43.
- F4Prior to the redemptions described in footnotes 1 and 2 and the transactions described in footnote 3, pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Issuer, dated July 2, 2018, and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, dated May 12, 2015, Tallgrass KC had 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 of the Issuer ("Class A Shares"). As a result, all Class B Shares and Units owned by Tallgrass KC, whether or not exchanged, may have been deemed to constitute Class A Shares beneficially owned by Tallgrass KC because Tallgrass KC had the right to acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass KC's sole election.
- F5The Units, collectively with the Class B Shares, constitute derivative securities as described herein.