4//SEC Filing
DEHAEMERS DAVID G JR 4
Accession 0000899243-18-019349
CIK 0001633651other
Filed
Jul 2, 8:00 PM ET
Accepted
Jul 3, 8:03 PM ET
Size
13.7 KB
Accession
0000899243-18-019349
Insider Transaction Report
Form 4
DEHAEMERS DAVID G JR
DirectorPresident and CEO10% Owner
Transactions
- Other
Class A Shares
2018-06-30+1,146,412→ 1,754,542 total(indirect: See Footnotes)
Holdings
- 29,697,863(indirect: See Footnotes)
Class B Shares
- 29,697,863(indirect: See Footnotes)
Units in Tallgrass Equity, LLC
→ Class A Shares (29,697,863 underlying)
Footnotes (7)
- [F1]The Reporting Person acquired indirect ownership of 1,146,412 Class A Shares of the Issuer ("Class A Shares") as consideration in the merger (the "Merger") of Razor Merger Sub, LLC, a Delaware limited liability company ("Merger Sub"), with and into Tallgrass Energy Partners, LP, a Delaware limited partnership ("TEP"), with TEP surviving the merger as a wholly-owned subsidiary of Tallgrass Equity, LLC ("Tallgrass Equity") and its subsidiaries, which was effected pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018, by and among the Issuer, Tallgrass Equity, TEP, Merger Sub and Tallgrass MLP GP, LLC, a Delaware limited liability company. The Merger closed on June 29, 2018, with a delayed effective date and time of June 30, 2018 at 11:59 p.m. Central Daylight Time (the "Effective Time").
- [F2](Continued from footnote 1) At the Effective Time, each common unit representing a limited partner interest in TEP held by the Reporting Person immediately prior to the Merger converted into the right to receive 2.0 Class A Shares.
- [F3]The Reporting Person indirectly owns the Class A Shares reported herein through the David G. Dehaemers, Jr. Revocable Trust, dated April 26, 2006 (the "Dehaemers Revocable Trust"), for which the reporting person serves as Trustee.
- [F4]Beneficial ownership of 29,416,692 Class B Shares of the Issuer ("Class B Shares") and 29,416,692 Units representing limited liability company interests (the "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 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.
- [F5]Pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Issuer dated July 1, 2018 and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity dated May 12, 2015, 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.
- [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.
Issuer
Tallgrass Energy, LP
CIK 0001633651
Entity typeother
Related Parties
1- filerCIK 0001264556
Filing Metadata
- Form type
- 4
- Filed
- Jul 2, 8:00 PM ET
- Accepted
- Jul 3, 8:03 PM ET
- Size
- 13.7 KB