SEC Form 4 · accession 0001264556-18-000002
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
May 7, 2018
Accepted (ET)
May 7, 2018 · 7:36 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 SharesF1,F2 | May 7, 2018 | P | 47,500 | $20.29 | A | 598,130 | I | See Footnote |
| Class B sharesF3,F4,F5 | holding | — | — | — | 31,101,629 | 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,F6 | — | holding | — | — | — | — | — | Class A Shares | 31,101,629 | 31,101,629 | I |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. The Class A shares were purchased in multiple transactions at prices ranging from $20.07 to $20.53. 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 this footnote.
- F2The Reporting Person indirectly owns the Class A shares through the David G. Dehaemers, Jr. Revocable Trust, dated April 26, 2006 (the "Dehaemers Revocable Trust"), for which the Reporting Person serves as Trustee. The Reporting Person disclaims beneficial ownership of the Class A shares reported herein except to the extent of his pecuniary interest therein.
- F3Beneficial ownership of 30,820,458 Class B shares and 30,820,458 Units of limited liability company interest (the "Units") in Tallgrass Equity, LLC ("Tallgrass Equity") referred to herein is held of record by Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC") and 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. Beneficial ownership of the remaining 281,171 Class B shares of Issuer and 281,171 Units of Tallgrass Equity referred to herein is held of record by the Dehaemers Revocable Trust and 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 Trustee of the Dehaemers Revocable Trust.
- F4(Continued From Footnote 3) Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015, Tallgrass KC and the Dehaemers Revocable Trust each have the right to exchange (the "Exchange Right") their 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 exercise by Tallgrass KC or the Dehaemers Revocable Trust of their respective Exchange Rights.
- F5The Reporting Person disclaims beneficial ownership of the securities held by Tallgrass KC and the Dehaemers Revocable Trust, except to the extent of his pecuniary interest therein.
- F6The Tallgrass Equity Units, collectively with the Class B shares, constitute the derivative securities as described herein.