SEC Form 4 · accession 0000899243-19-007597
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
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 B SharesF1,F2,F5,F6 | Mar 11, 2019 | J | 1,481,754 | — | D | 28,216,109 | I | See Footnotes |
| Class B SharesF4,F3,F5,F6 | Mar 11, 2019 | S$0 | 28,216,109 | — | D | 0 | I | See Footnotes |
| Class A SharesF7 | holding | — | — | — | 1,806,319 | 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, LLCF1,F2,F8,F5,F6 | — | Mar 11, 2019 | J | 1,481,754 | D | — | — | Class A Shares | 1,481,754 | 28,216,109 | I |
| Units in Tallgrass Equity, LLCF3,F5,F6 | — | Mar 11, 2019 | S | 28,216,109 | D | — | — | Class A Shares | 28,216,109 | 0 | I |
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, the David G. Dehaemers, Jr. Revocable Trust, dated April 26, 2006 (the "Dehaemers Revocable Trust"), 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, (i) the Dehaemers Revocable Trust sold to Up-C Acquirors 281,171 Units and a corresponding number of Class B Shares and (ii) Tallgrass KC sold to Up-C Acquirors 27,934,938 Units, and a corresponding number of Class B Shares. The Units and Class B Shares (one Unit and one Class B Share, together, an "Up-C Interest") reported herein were sold by the Deheamers Revocable Trust and Tallgrass KC at a price per Up-C Interest of $22.43.
- F4The sale by the Dehaemers Revocable Trust of Up-C Interests described in footnote 3 may be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of 51,777 Class A Shares, with the Reporting Person's purchases (i) on September 24, 2018 of 15,000 Class A Shares in multiple transactions at prices ranging from $22.20 to $22.23, at a weighted average price of $22.21, (ii) on November 1, 2018 of 16,777 Class A Shares in multiple transactions at prices ranging from $21.20 to $21.30, at a weighted average price of $21.24, and (iii) on November 28, 2018 of 20,000 Class A Shares in multiple transactions at prices ranging from $20.49 to $20.55, at a weighted average price of $20.52. The Reporting Person has agreed to pay to the Issuer $61,252.06, representing the full amount of the theoretical profit realized in connection with the short-swing transaction, less transaction costs.
- F5Prior to the transactions described in footnote 3, the Reporting Person indirectly owned 281,171 Units and Class B Shares referred to herein through the Dehaemers Revocable Trust, for which the Reporting Person serves as Trustee. Beneficial ownership of the remaining Units and Class B Shares referred to herein was held of record by Tallgrass KC and is being reported hereunder solely because the Reporting Person may have been deemed to beneficially own such securities as a result of his status as the sole manager of Tallgrass KC.
- F6Prior 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 and the Dehaemers Revocable Trust each had 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. As a result, the Reporting Person may have been 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.
- F7The Reporting Person indirectly owns the Class A Shares reported herein through the Dehaemers Revocable Trust, 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.
- F8The Units, collectively with the Class B Shares, constitute derivative securities as described herein.
Remarks
President and Chief Executive Officer