SEC Form 4 · accession 0000899243-19-007604
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
Mar 11, 2019
Accepted (ET)
Mar 13, 2019 · 7:02 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 | Mar 11, 2019 | A | 100,000 | $0.00 | A | 136,650 | D | |
| Class B SharesF2,F3,F8 | Mar 11, 2019 | J | 545,909 | — | A | 545,909 | I | See footnote |
| Class A SharesF8 | holding | — | — | — | 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, LLCF2,F3,F9,F6,F4,F5 | — | Mar 11, 2019 | J | 545,909 | D | — | — | Class A Shares | 545,909 | 1,637,727 | I |
| Units in Tallgrass Equity, LLCF2,F3,F10,F8,F4,F5 | — | Mar 11, 2019 | J | 545,909 | A | — | — | Class A Shares | 545,909 | 545,909 | I |
| TEGP Tracking Units in Tallgrass KC, LLCF7,F6,F4,F5 | — | Mar 11, 2019 | J | 1,637,727 | D | — | — | Class A Shares | 1,637,727 | 0 | I |
Explanation of responses
- F1Represents 100,000 Equity Participation Shares in the Issuer ("EPSs") granted to the Reporting Person on March 11, 2019, which will vest on December 31, 2020.
- F10The Units, collectively with the Class B Shares, constitute derivative securities as described herein.
- F2On March 11, 2019, Tallgrass KC, LLC, a private Delaware limited liability company of which the Reporting Person is a member ("Tallgrass KC"), redeemed from the Reporting Person 545,909 TEGP Tracking Units in Tallgrass KC ("TEGP Tracking Units") in exchange for a distribution to the Reporting Person of 545,909 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.
- F3(Continued from Footnote 2) Such redemption occurred as part of the transactions completed 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.
- F4Prior to the redemption described in footnotes 2 and 3 and the sale described in footnote 7, pursuant to the limited liability company agreement of Tallgrass KC, at any time and from time to time, the Reporting Person had the right to exchange his TEGP Tracking Units for an equivalent number of Class A Shares of the Issuer and, as a result, may have been deemed to beneficially own the Class A Shares receivable upon exercise of such exchange right.
- F5(Continued from Footnote 4) Following such redemption, 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, the Reporting Person has a substantially similar right, from time to time, at his sole election, to immediately exchange his Class B Shares and an equivalent number of Units for a like number of Class A Shares. As a result, all Class B Shares and Units owned by the Reporting Person, may be deemed to constitute Class A Shares beneficially owned by him.
- F6Prior to the redemption described in footnotes 2 and 3 and the sale described in footnote 7, the Reporting Person indirectly owned 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.
- F7On March 11, 2019, following the redemption described in footnotes 2 and 3 and other similar redemptions involving other members of Tallgrass KC, 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, including the Up-C Interests underlying the TEGP Tracking Units reported herein as owned by the Reporting Person following the redemption described in footnotes 2 and 3, at a price per Up-C Interest of $22.43. Promptly following such sale, Tallgrass KC distributed to the Reporting Person his pro rata share (based on TEGP Tracking Units) of the net proceeds of such sale.
- F8The Reporting Person indirectly owns the Class A Shares, Class B Shares and 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 Class A Shares, Class B Shares and Units reported herein except to the extent of his pecuniary interest therein.
- F9The TEGP Tracking Units constitute derivative securities as described herein.
Remarks
Executive Vice President and Chief Financial Officer