SEC Form 4 · accession 0001678693-18-000004
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
Oct 19, 2018
Accepted (ET)
Oct 19, 2018 · 6:06 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,F3 | Oct 19, 2018 | A | 180,000 | $0.00 | A | 465,230 | 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, LLCF5,F4 | — | holding | — | — | — | — | — | Class A Shares | 311,948 | 311,948 | D |
Explanation of responses
- F1Represents 180,000 unvested Equity Participation Shares ("EPSs") granted to the Reporting Person, which will vest on the earliest date on or after November 1, 2022, on which the average compounded annual distribution growth rate for regular quarterly Issuer distributions, based upon the regular quarterly distribution paid by the Issuer on or immediately prior to, such date is at least 5% over an annualized distribution rate of $1.99 per Class A Share, as determined by the board of directors of the general partner of the Issuer (the "Board") or such committee thereof appointed by the Board to administer the EPSs (the "$1.99 Distribution Hurdle Date"). If the $1.99 Distribution Hurdle Date has not occurred by October 19, 2025, the 180,000 EPSs described in this footnote 1 will expire and terminate and no vesting will occur.
- F2Includes 418,200 unvested EPSs granted to the Reporting Person, of which (i) 35,000 will vest on May 12, 2019, (ii) 5,800 will vest on May 13, 2019, (iii) 4,000 will vest on November 1, 2019, (iv) 13,400 will vest on January 1, 2020, (v) 180,000 will vest in accordance with the terms described in footnote 3, and (vi) 180,000 will vest in accordance with the terms described in footnote 1.
- F3180,000 unvested EPSs granted to the Reporting Person will vest on the earliest date on or after April 1, 2021 on which the average compounded annual distribution growth rate for regular quarterly Issuer distributions, based upon the regular quarterly distribution paid by the Issuer on, or immediately prior to, such date is at least 5% over an annualized distribution rate of $1.67 per Class A Share, as determined by the Board or such committee thereof appointed by the Board to administer the EPSs (the "$1.67 Distribution Hurdle Date"). If the $1.67 Distribution Hurdle Date has not occurred by August 2, 2024, the 180,000 EPSs described in this footnote 3 will expire and terminate and no vesting will occur.
- F4Pursuant to the limited liability company agreement of Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), at any time and from time to time, the Reporting Person may exchange his TEGP Tracking Units in Tallgrass KC ("TEGP Tracking Units") for an equivalent number of Class A Shares of the Issuer. As a result, the Reporting Person may be deemed to beneficially own the Class A Shares receivable upon exercise of such exchange right.
- F5The TEGP Tracking Units constitute derivative securities as described herein.
Remarks
Executive Vice President, General Counsel and Secretary