4//SEC Filing
DEHAEMERS DAVID G JR 4
Accession 0000899243-18-016858
CIK 0001633651other
Filed
Jun 14, 8:00 PM ET
Accepted
Jun 15, 7:36 PM ET
Size
12.2 KB
Accession
0000899243-18-016858
Insider Transaction Report
Form 4
DEHAEMERS DAVID G JR
DirectorPresident and CEO10% Owner
Transactions
- Other
Class B Shares
2018-06-14−1,403,766→ 29,697,863 total(indirect: See footnotes) - Other
Units in Tallgrass Equity, LLC
2018-06-14−1,403,766→ 29,697,863 total(indirect: See Footnotes)→ Class A Shares (1,403,766 underlying)
Holdings
- 608,130(indirect: See footnotes)
Class A Shares
Footnotes (7)
- [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 Delaware private 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]Beneficial ownership of 29,416,692 Class B Shares of the Issuer and 29,416,692 Units in Tallgrass Equity referred to herein is held of record by 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 David G. Dehaemers, Jr. Revocable Trust, dated April 26, 2006 (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.
- [F4](Continued from Footnote 3) Pursuant to the Issuer Limited Partnership Agreement and the Tallgrass Equity LLC Agreement, 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.
- [F5]The Reporting Person indirectly owns the Class A Shares reported herein through the Dehaemers Revocable Trust, for which the Reporting Person serves as Trustee.
- [F6]The Reporting Person disclaims beneficial ownership of the Class A Shares, Class B Shares and Units reported herein except to the extent of his pecuniary interest therein.
- [F7]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
Related Parties
1- filerCIK 0001264556
Filing Metadata
- Form type
- 4
- Filed
- Jun 14, 8:00 PM ET
- Accepted
- Jun 15, 7:36 PM ET
- Size
- 12.2 KB