SEC Form 4 · accession 0000899243-19-007596
Tallgrass Energy, LP · TGE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey A Ball
Director
Period of report
Mar 11, 2019
Accepted (ET)
Mar 13, 2019 · 6:58 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,F4 | Mar 11, 2019 | J | 25,000 | — | A | 25,000 | I | See footnote |
| Class A SharesF3,F1,F2,F4 | Mar 11, 2019 | J | 25,000 | — | D | 0 | I | See footnote |
| Class A Shares | holding | — | — | — | 100,000 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 11, 2019, certain Class B shares of the Issuer ("Class B Shares") and Units representing limited liability company interests ("Units") in Tallgrass Equity, LLC ("Tallgrass Equity") were exchanged by Tallgrass Holdings, LLC, a Delaware limited liability company ("Tallgrass Holdings"), 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 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.
- F2(Continued from Footnote 1) This exchange was made 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 Holdings and the other Sellers named therein, Prairie Non-ECI Acquiror LP, a Delaware limited partnership ("Class A Acquiror"), and the other Purchasers named therein, and the Seller Representatives named therein, as amended. Immediately following the exchange described above, pursuant to the Purchase Agreement and among the other transactions consummated pursuant thereto, Tallgrass Holdings sold to Class A Acquiror all of the Class A Shares then owned by Tallgrass Holdings, including the Class A Shares referred to herein, at a price per Class A Share of $22.43.
- F3The sale by Tallgrass Holdings of Class A Shares described in footnotes 1 and 2 may be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of 25,000 Class A Shares, with the Reporting Person's purchases on November 1, 2018 of 25,000 Class A Shares in multiple transactions at prices ranging from $21.32 to $21.46, at a weighted average price of $21.41. The Reporting Person has agreed to pay to the Issuer $23,497.10, representing the full amount of the theoretical profit realized in connection with the short-swing transaction, less transaction costs.
- F4Prior to the transactions described in footnotes 1 and 2, the Reporting Person held an indirect pecuniary interest in the Class A Shares reported herein through his indirect pecuniary interest in Tallgrass Holdings. During such time, the Reporting Person did not hold sufficient voting and/or investment power to constitute a beneficial owner of the equity interests in the Issuer held by Tallgrass Holdings under Section 13(d) of the Securities and Exchange Act of 1934.
Remarks
The Reporting Person resigned from his position as a director of the general partner of the Issuer on March 11, 2019 in connection with the consummation of the transactions contemplated by the Purchase Agreement.