SEC Form 4 · accession 0001264556-15-000020
Tallgrass Energy, LP · TGE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David G Dehaemers Jr.
Officer — President and CEO · Director · 10% Owner
Period of report
Dec 7, 2015
Accepted (ET)
Dec 7, 2015 · 7:12 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 A SharesF1,F2 | Dec 7, 2015 | P | 30,202 | $17.42 | A | 520,202 | I | See Footnote |
| Class B sharesF3,F4 | holding | — | — | — | 27,376,110 | 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, LLCF3,F4,F5 | — | holding | — | — | — | — | — | Class A Shares | 27,376,110 | 27,376,110 | I |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. The Class A shares were purchased in multiple transactions on December 7, 2015 at prices ranging from $17.00 to $17.75. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Class A shares purchased at each separate price within the range set forth in footnote (1) to this Form 4.
- F2The Reporting Person indirectly owns the Class A shares through the David G. Dehaemers, Jr. Revocable Trust, dated April 26, 2006, for which the Reporting Person serves as Trustee.
- F3Beneficial ownership of the 27,376,110 Class B shares and 27,376,110 Units of limited liability company interest (the "Units") in Tallgrass Equity, LLC ("Tallgrass Equity") referred to herein is being reported hereunder solely because the Reporting Person may be deemed to beneficially own such securities as a result of his status as the sole manager of Tallgrass KC, LLC ("Tallgrass KC"). Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Partnership Agreement"), Tallgrass KC 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. As a result, the Reporting Person may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right.
- F4The Reporting Person disclaims beneficial ownership of the securities held by Tallgrass KC, except to the extent of his pecuniary interest therein.
- F5The Units, collectively with the Class B shares, constitute the derivative securities as described herein.