4//SEC Filing
Tallgrass KC, LLC 4
Accession 0000899243-18-016857
CIK 0001633651other
Filed
Jun 14, 8:00 PM ET
Accepted
Jun 15, 7:35 PM ET
Size
9.7 KB
Accession
0000899243-18-016857
Insider Transaction Report
Form 4
Tallgrass KC, LLC
10% Owner
Transactions
- Other
Class B Shares
2018-06-14−1,403,766→ 29,416,692 total - Other
Units in Tallgrass Equity, LLC
2018-06-14−1,403,766→ 29,416,692 total→ Class A Shares (1,403,766 underlying)
Footnotes (4)
- [F1]The Class B shares of the Issuer ("Class B Shares") and Units representing limited liability company interests (the "Units") in Tallgrass Equity, LLC ("Tallgrass Equity") reported herein were exchanged by Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC") upon the exercise of its right to exchange (the "Exchange Right") its Class B Shares and an equivalent number of Units for a like number of Class A shares of the Issuer ("Class A Shares") pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Issuer Limited Partnership Agreement") and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity dated May 12, 2015 (the "Tallgrass Equity LLC Agreement").
- [F2](Continued From Footnote 1) This exchange was made on behalf of a holder of TEGP Tracking Units ("TEGP Tracking Units") in Tallgrass KC (the "Exchanging Holder"), which is owned by certain members of the Issuer's management team. Pursuant to Tallgrass KC's limited liability company agreement, the Exchanging Holder had the right to exchange his TEGP Tracking Units for an equivalent number of Class A Shares. Upon Tallgrass KC's exercise of the Exchange Right on behalf of the Exchanging Holder, the Class A Shares were issued directly to the Exchanging Holder at the direction of Tallgrass KC. Tallgrass KC did not receive any cash proceeds in connection with such distribution, and no commissions or discounts were paid to Tallgrass KC.
- [F3]Pursuant to the Issuer Limited Partnership Agreement and the Tallgrass Equity LLC Agreement, Tallgrass KC has the right, from time to time, at Tallgrass KC's sole election, to immediately exchange its 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, all Class B Shares and Units owned by Tallgrass KC, whether or not exchanged as of the date hereof, may be deemed to constitute Class A Shares beneficially owned by Tallgrass KC because Tallgrass KC may acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass KC's sole election.
- [F4]The Units in Tallgrass Equity, collectively with the Class B Shares, constitute derivative securities as described herein.
Documents
Issuer
Tallgrass Energy GP, LP
CIK 0001633651
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001562658
Filing Metadata
- Form type
- 4
- Filed
- Jun 14, 8:00 PM ET
- Accepted
- Jun 15, 7:35 PM ET
- Size
- 9.7 KB