SEC Form 4 · accession 0001144204-16-136539
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
Nov 22, 2016
Accepted (ET)
Nov 25, 2016 · 2:08 pm EST
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 sharesF4,F2,F3,F1 | Nov 22, 2016 | J | 5,175,000 | $0.00 | D | 35,889,165 | I | See footnote |
| Class A sharesF4,F1 | Nov 22, 2016 | J | 5,175,000 | $0.00 | A | 5,175,000 | I | See footnote |
| Class A sharesF1 | Nov 22, 2016 | S | 5,175,000 | $22.00 | D | 0 | I | See footnote |
| Class A shares | holding | — | — | — | 235,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Units of Tallgrass Equity, LLCF4,F1,F2,F3 | — | Nov 22, 2016 | J | 5,175,000 | D | — | — | Class A shares | 5,175,000 | 35,889,165 | I |
Explanation of responses
- F1As of the date of this Form 4, the Reporting Person holds an indirect ownership interest in the Issuer through his ownership in Tallgrass Holdings, LLC ("Tallgrass Holdings"). Further, the Reporting Person is the sole member of the general partner of the manager of Tallgrass Holdings, and therefore, he may be deemed to be the beneficial owner of all of the interests reported herein. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by the Reporting Person that he is the beneficial owner of any of the securities referred to herein for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed except to the extent of the Reporting Person's pecuniary interest therein.
- F2Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Partnership Agreement") and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, LLC ("Tallgrass Equity") dated May 12, 2015 (the "Tallgrass Equity LLC Agreement"), Tallgrass Holdings has the right from time to time, at Tallgrass Holdings' sole election, to immediately exchange (the "Exchange Right") its Class B shares of the Issuer (the "Class B Shares") and a corresponding number of Units of limited liability company interest (the "Units") in Tallgrass Equity for a like number of Class A shares of the Issuer (the "Class A Shares"), subject to certain thresholds regarding the number of Class B Shares and Units to be exchanged.
- F3(continued from footnote 2) As a result, all Class B Shares and Units owned by Tallgrass Holdings, whether or not exchanged as of the date hereof, may be deemed to constitute Class A Shares indirectly beneficially owned by the Reporting Person (see footnote (1)) because Tallgrass Holdings may acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass Holdings' sole election.
- F45,175,000 Class B Shares and a corresponding number of Units reported herein were exchanged by Tallgrass Holdings for 5,175,000 Class A Shares. This exchange was made pursuant to Tallgrass Holdings' Exchange Right and in accordance with the Partnership Agreement and Tallgrass Equity LLC Agreement.