SEC Form 4 · accession 0000899243-19-007605
Tallgrass Energy, LP · TGE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John T Raymond
Director · 10% Owner
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 B SharesF1,F2,F4,F5 | Mar 11, 2019 | J | 21,751,018 | — | D | 24,635,214 | I | See footnotes |
| Class A SharesF1,F2,F4,F5 | Mar 11, 2019 | J | 21,751,018 | — | A | 21,751,018 | I | See footnotes |
| Class B SharesF3,F4,F5 | Mar 11, 2019 | S$0 | 24,635,214 | — | D | 0 | I | See footnotes |
| Class A SharesF6,F3,F4,F5 | Mar 11, 2019 | S | 21,751,018 | $22.43 | D | 0 | I | See footnotes |
| Class A Shares | holding | — | — | — | 447,051 | 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,F7,F4,F5 | — | Mar 11, 2019 | J | 21,751,018 | D | — | — | Class A Shares | 21,751,018 | 24,635,214 | I |
| Units in Tallgrass Equity, LLCF3,F4,F5 | — | Mar 11, 2019 | S | 24,635,214 | D | — | — | Class A Shares | 24,635,214 | 0 | I |
Explanation of responses
- F1The Class B shares of the Issuer ("Class B Shares") and Units representing limited liability company interests ("Units") in Tallgrass Equity, LLC ("Tallgrass Equity") reported herein 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 (the "Issuer Limited Partnership Agreement"), and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, dated May 12, 2015 (the "Tallgrass Equity LLC Agreement").
- 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 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"), 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.
- F3On March 11, 2019, following the exchange described in footnotes 1 and 2, pursuant to the Purchase Agreement and among the other transactions consummated pursuant thereto, Tallgrass Holdings (i) 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 Holdings at a price per Up-C Interest of $22.43 and (ii) sold to Class A Acquiror all of the Class A Shares then owned by Tallgrass Holdings at a price per Class A Share of $22.43.
- F4Prior to the transactions described in footnotes 1, 2 and 3, the Reporting Person held an indirect ownership interest in the Issuer through his ownership in Tallgrass Holdings. Further, the Reporting Person is the sole member of the general partner of the manager of Tallgrass Holdings, and therefore, prior to such transactions, he may have been deemed to be the beneficial owner of all of the Class B Shares and Units reported herein. Additionally, following the exchange described in footnotes 1 and 2 and prior to the transactions described in footnote 3, in such capacity, the Reporting Person may have been deemed to be the beneficial owner of all of the Class A Shares acquired by Tallgrass Holdings pursuant to the Exchange.
- F5Prior to the transactions described in footnotes 1, 2 and 3, pursuant to the Issuer Limited Partnership Agreement and the Tallgrass Equity LLC Agreement, Tallgrass Holdings had the right, from time to time, at Tallgrass Holdings' sole election, to immediately exchange its 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 Tallgrass Holdings, whether or not exchanged, may have been deemed to constitute Class A Shares beneficially owned by Tallgrass Holdings because Tallgrass Holdings had the right to acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass Holdings' sole election.
- F6The sale by Tallgrass Holdings of Class A Shares described in footnote 3 may be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of 12,051 Class A Shares, with the Reporting Person's purchases on November 1, 2018 of 12,051 Class A Shares in multiple transactions at prices ranging from $21.21 to $21.25, at a weighted average price of $21.22. The Reporting Person has agreed to pay to the Issuer $13,976.15, representing the full amount of the theoretical profit realized in connection with the short-swing transaction, less transaction costs.
- F7The Units, collectively with the Class B Shares, constitute derivative securities as described herein.
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.