SEC Form 4 · accession 0001264556-18-000011
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
Nov 28, 2018
Accepted (ET)
Nov 29, 2018 · 2:47 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 | Nov 28, 2018 | P | 20,000 | $20.52 | A | 1,806,319 | I | See Footnote |
| Class B sharesF3,F4,F5 | holding | — | — | — | 29,697,863 | 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, LLCF6,F3,F4,F5 | — | holding | — | — | — | — | — | Class A Shares | 29,697,863 | 29,697,863 | 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 $20.49 to $20.55. 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 reported herein 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 29,416,692 Class B Shares of the Issuer ("Class B Shares") and 29,416,692 Units representing limited liability company interests (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 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.
- F4Pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Issuer dated July 1, 2018 and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity dated May 12, 2015, Tallgrass KC and the Dehaemers Revocable Trust each have the right, from time to time, at their sole election, to immediately exchange their Class B Shares and an equivalent number of Units for a like number of Class A Shares, subject to certain thresholds regarding the number of Class B Shares and Units to be exchanged. 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 as a result 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 Units in Tallgrass Equity, collectively with the Class B Shares, constitute derivative securities as described herein.