SEC Form 4 · accession 0001678693-17-000006
Tallgrass Energy, LP · TGE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher R. Jones
Officer — See Remarks
Period of report
Nov 13, 2017
Accepted (ET)
Nov 13, 2017 · 9:35 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 | holding | — | — | — | 35,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| TEGP Tracking Units in Tallgrass KC, LLCF2,F3,F4 | — | Nov 13, 2017 | J | 277,086 | A | — | — | Class A Shares | 277,086 | 277,086 | D |
Explanation of responses
- F1Represents 35,000 unvested Equity Participation Shares ("EPSs") granted to the Reporting Person, which vest on the later to occur of (1) the first date on which the issuer has paid a regular quarterly distribution of at least $0.35 on each outstanding Class A Share for any full quarter ending on or after August 1, 2015, or (2) May 12, 2019. If the issuer has not distributed at least $0.35 on each outstanding Class A Share for any full quarter ending on or before May 12, 2020, the unvested EPSs will expire and no vesting will occur.
- F2In November 2012, the Reporting Person made an investment in Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), to acquire an approximate 1% membership interest. The Reporting Person's membership interest in Tallgrass KC includes the 277,086 TEGP Tracking Units reported herein (the "TEGP Tracking Units"). As of November 13, 2017 (the "Vesting Date"), pursuant to Tallgrass KC's limited liability company agreement, the Reporting Person is now permitted to exchange (the "Exchange Right") his TEGP Tracking Units in Tallgrass KC for an equivalent number of Class A shares of the Issuer (the "Class A Shares").
- F3(Continued from Footnote 2) Prior to the Vesting Date, the Manager of Tallgrass KC was required to consent to an exercise of the Exchange Right by the Reporting Person. The acquisition of beneficial ownership of the Reporting Person's TEGP Tracking Units on the Transaction Date is being reported hereunder solely because the Reporting Person may be deemed to have acquired beneficial ownership of such TEGP Tracking Units on the Vesting Date for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, due to the lapse of a material condition (the Manager's consent), which had previously restricted the Reporting Person's ability to exchange such TEGP Tracking Units for Class A Shares. An issuance of Class A Shares by the Issuer in connection with an exercise of the Exchange Right by the Reporting Person does not dilute outstanding Class A Shares, because an exercise proportionately reduces Tallgrass KC's Class B Shares and Common Units in Tallgrass Equity, LLC.
- F4The TEGP Tracking Units constitute derivative securities as described herein.
Remarks
Vice President, General Counsel and Secretary