SEC Form 4 · accession 0001209191-15-041794
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
May 12, 2015
Accepted (ET)
May 12, 2015 · 5:10 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 shares | May 12, 2015 | P | 235,000 | $29.00 | A | 235,000 | D | |
| Class B sharesF5,F2,F3,F4 | May 12, 2015 | A | 43,398,540 | $0.00 | A | 43,398,540 | I | See footnotes |
| Class B sharesF5,F2,F3,F4 | May 12, 2015 | D | 2,334,375 | $0.00 | D | 41,064,165 | 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, LLCF5,F2,F3,F4 | $0.00 | May 12, 2015 | J | 43,398,540 | A | — | — | Class A shares | 43,398,540 | 43,398,540 | I |
| Units in Tallgrass Equity, LLCF5,F2,F3,F4 | $0.00 | May 12, 2015 | J | 2,334,375 | D | — | — | Class A shares | 2,334,375 | 41,064,165 | I |
Explanation of responses
- F1The Reporting Person purchased the securities through the Directed Share Program conducted in connection with the Issuer's initial public offering.
- F2As 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 held by Tallgrass Holdings. Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Partnership Agreement"), Tallgrass Holdings' existing limited partner interests in the Issuer were converted into 43,398,540 Class B shares of the Issuer (the "Class B shares"), (Continued in Footnote 3)
- F3(Continued from Footnote 2) 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, Tallgrass Holdings' existing limited liability company interests in Tallgrass Equity were converted into 43,398,540 Units of limited liability company interest (the "Units").
- F4Pursuant to the Partnership Agreement, Tallgrass Holdings 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.
- F5The Reporting Person disclaims beneficial ownership of the securities held by Tallgrass Holdings, except to the extent of his pecuniary interest therein.
- F6The Units, collectively with the Class B shares, constitute the derivative securities acquired as described herein.
- F7Pursuant to the Tallgrass Equity LLC Agreement executed in connection with the closing of the initial public offering of the Issuer, Tallgrass Holdings 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 Tallgrass Holdings. 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 2,334,375 Class B shares from Tallgrass Holdings (representing Tallgrass Holdings' 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).