4//SEC Filing
Ball Jeffrey A 4
Accession 0000899243-19-007596
CIK 0001633651other
Filed
Mar 12, 8:00 PM ET
Accepted
Mar 13, 6:58 PM ET
Size
10.3 KB
Accession
0000899243-19-007596
Insider Transaction Report
Form 4
Ball Jeffrey A
Director
Transactions
- Other
Class A Shares
2019-03-11+25,000→ 25,000 total(indirect: See footnote) - Other
Class A Shares
2019-03-11−25,000→ 0 total(indirect: See footnote)
Holdings
- 100,000
Class A Shares
Footnotes (4)
- [F1]On March 11, 2019, certain Class B shares of the Issuer ("Class B Shares") and Units representing limited liability company interests ("Units") in Tallgrass Equity, LLC ("Tallgrass Equity") were exchanged by Tallgrass Holdings, LLC, a Delaware limited liability company ("Tallgrass Holdings"), 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 Second Amended and Restated Agreement of Limited Partnership of the Issuer, dated July 2, 2018, and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, dated May 12, 2015.
- [F2](Continued from Footnote 1) This exchange was made as part of the transactions contemplated by that certain Purchase Agreement (as amended, the "Purchase Agreement"), dated January 30, 2019, by and among Tallgrass Energy Holdings, LLC, a Delaware limited liability company, Tallgrass Holdings and the other Sellers named therein, Prairie Non-ECI Acquiror LP, a Delaware limited partnership ("Class A Acquiror"), and the other Purchasers named therein, and the Seller Representatives named therein, as amended. Immediately following the exchange described above, pursuant to the Purchase Agreement and among the other transactions consummated pursuant thereto, Tallgrass Holdings sold to Class A Acquiror all of the Class A Shares then owned by Tallgrass Holdings, including the Class A Shares referred to herein, at a price per Class A Share of $22.43.
- [F3]The sale by Tallgrass Holdings of Class A Shares described in footnotes 1 and 2 may be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of 25,000 Class A Shares, with the Reporting Person's purchases on November 1, 2018 of 25,000 Class A Shares in multiple transactions at prices ranging from $21.32 to $21.46, at a weighted average price of $21.41. The Reporting Person has agreed to pay to the Issuer $23,497.10, representing the full amount of the theoretical profit realized in connection with the short-swing transaction, less transaction costs.
- [F4]Prior to the transactions described in footnotes 1 and 2, the Reporting Person held an indirect pecuniary interest in the Class A Shares reported herein through his indirect pecuniary interest in Tallgrass Holdings. During such time, the Reporting Person did not hold sufficient voting and/or investment power to constitute a beneficial owner of the equity interests in the Issuer held by Tallgrass Holdings under Section 13(d) of the Securities and Exchange Act of 1934.
Documents
Issuer
Tallgrass Energy, LP
CIK 0001633651
Entity typeother
Related Parties
1- filerCIK 0001575560
Filing Metadata
- Form type
- 4
- Filed
- Mar 12, 8:00 PM ET
- Accepted
- Mar 13, 6:58 PM ET
- Size
- 10.3 KB