4//SEC Filing
DEHAEMERS DAVID G JR 4
Accession 0000899243-18-003419
CIK 0001633651other
Filed
Feb 8, 7:00 PM ET
Accepted
Feb 9, 6:36 PM ET
Size
16.2 KB
Accession
0000899243-18-003419
Insider Transaction Report
Form 4
DEHAEMERS DAVID G JR
DirectorPresident and CEO10% Owner
Transactions
- Award
Class B Shares
2018-02-07+3,444,348→ 30,820,458 total(indirect: See Footnotes) - Award
Class B Shares
2018-02-07+281,171→ 31,101,629 total(indirect: See Footnotes) - Other
Units in Tallgrass Equity, LLC
2018-02-07+3,444,348→ 30,820,458 total(indirect: See Footnotes)→ Class A Shares (3,444,348 underlying) - Other
Units in Tallgrass Equity, LLC
2018-02-07+281,171→ 31,101,629 total(indirect: See Footnotes)→ Class A Shares (281,171 underlying)
Holdings
- 550,630(indirect: See Footnote)
Class A Shares
Footnotes (6)
- [F1]The 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.
- [F2]In connection with the merger of Tallgrass Development, LP, a private Delaware limited partnership, with and into a wholly-owned subsidiary of Tallgrass Equity, LLC, a private Delaware limited liability company ("Tallgrass Equity") on February 7, 2018 (the "Merger"), Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), received 3,444,348 Class B Shares of Issuer and 3,444,348 Units of Tallgrass Equity as consideration in the Merger. Beneficial ownership of the 30,820,458 Class B Shares and 30,820,458 Tallgrass Equity Units 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.
- [F3](Continued From Footnote 2) Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015, Tallgrass KC has the right to exchange (the "Exchange Right") its Class B Shares and a corresponding number of Tallgrass Equity 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 of the Exchange Right.
- [F4]Also as consideration in the Merger, the Dehaemers Revocable Trust received 281,171 Class B Shares of Issuer and 281,171 Units of Tallgrass Equity. Beneficial ownership of the 281,171 Class B Shares and 281,171 Tallgrass Equity Units 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 trustee of the Dehaemers Revocable Trust. Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015, the Dehaemers Revocable Trust may exercise the Exchange Right for Class A Shares. As a result, the Reporting Person may be deemed to beneficially own the Class A Shares receivable upon exercise of the Exchange Right.
- [F5]The 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.
- [F6]The Tallgrass Equity Units, collectively with the Class B Shares, constitute the derivative securities as described herein.
Documents
Issuer
Tallgrass Energy GP, LP
CIK 0001633651
Entity typeother
Related Parties
1- filerCIK 0001264556
Filing Metadata
- Form type
- 4
- Filed
- Feb 8, 7:00 PM ET
- Accepted
- Feb 9, 6:36 PM ET
- Size
- 16.2 KB