SEC Form 4 · accession 0001209191-15-041788
Tallgrass Energy, LP · TGE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tallgrass KC, LLC
10% Owner
Period of report
May 12, 2015
Accepted (ET)
May 12, 2015 · 5:03 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 shares | May 12, 2015 | A | 28,932,360 | $0.00 | A | 28,932,360 | D | |
| Class B shares | May 12, 2015 | D | 1,556,250 | $0.00 | D | 27,376,110 | 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 | $0.00 | May 12, 2015 | J | 28,932,360 | A | — | — | Class A shares | 28,932,360 | 28,932,360 | D |
| Units in Tallgrass Equity, LLCF1,F2 | $0.00 | May 12, 2015 | J | 1,556,250 | D | — | — | Class A shares | 1,556,250 | 27,776,110 | D |
Explanation of responses
- F1Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Partnership Agreement"), the Reporting Person's existing limited partner interests in the Issuer were converted into 28,932,360 Class B shares of the Issuer (the "Class B shares"), and pursuant to the Second Amended and Restated Limited Liability Company Agreement (the "Tallgrass Equity LLC Agreement") of Tallgrass Equity, LLC ("Tallgrass Equity") dated May 12, 2015, Reporting Person's existing limited liability company interests in Tallgrass Equity were converted into 28,932,360 Units of limited liability company interest (the "Units").
- F2Pursuant to the Partnership Agreement, the Reporting Person will have the right, at any time following the expiration of a lock-up period and from time to time, to immediately exchange (the "Exchange Right") its Class B shares and a corresponding number of Units for a like number of Class A shares of the Issuer (the "Class A shares"). As a result, the Reporting Person may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right.
- F3The Units, collectively with the Class B shares, constitute the derivative securities acquired as described herein.
- F4Pursuant to the Tallgrass Equity LLC Agreement executed in connection with the closing of the initial public offering of the Issuer, the Reporting Person agreed that if underwriters in the Issuer's initial public offering exercised the option granted to them in the underwriting agreement (the "Option"), the Issuer would issue additional Class A shares and use the proceeds thereof to purchase a corresponding number of Units from the Reporting Person. On May 12, 2015, (i) the underwriters and the Issuer closed on the Option, whereby the underwriters purchased an additional 6,225,000 Class A Shares, (ii) the Issuer (a) redeemed 1,556,250 Class B shares from the Reporting Person (representing the Reporting Person's ownership percentage of the outstanding Class B shares) and (b) purchased an equal number of Units for $27.6225/unit (representing the gross proceeds per Class A share issued less the underwriting discount).