4//SEC Filing
MOLER WILLIAM R. 4
Accession 0000899243-19-007598
CIK 0001633651other
Filed
Mar 12, 8:00 PM ET
Accepted
Mar 13, 6:59 PM ET
Size
11.1 KB
Accession
0000899243-19-007598
Insider Transaction Report
Form 4
MOLER WILLIAM R.
DirectorSee Remarks
Transactions
- Award
Class A Shares
2019-03-11+250,000→ 302,250 total - Other
TEGP Tracking Units in Tallgrass KC, LLC
2019-03-11−1,403,765→ 0 total(indirect: See footnote)→ Class A Shares (1,403,765 underlying)
Holdings
- 1,499,288(indirect: See footnote)
Class A Shares
Footnotes (6)
- [F1]Represents 250,000 Equity Participation Shares in the Issuer ("EPSs") granted to the Reporting Person on March 11, 2019, of which (i) 125,000 will vest on October 31, 2022 and (ii) 125,000 will vest on October 31, 2023.
- [F2]The Reporting Person owns the Class A shares of the Issuer ("Class A Shares") reported herein through the William R. Moler Revocable Trust U.T.A. dated August 27, 2013 (the "Moler 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.
- [F3]On March 11, 2019, pursuant to 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 KC, LLC, a private Delaware limited liability company of which the Reporting Person is a member ("Tallgrass KC"), and the other Sellers named therein, Prairie ECI Acquiror LP, a Delaware limited partnership ("Up-C Acquiror 1"), Prairie VCOC Acquiror LP, a Delaware limited partnership ("Up-C Acquiror 2" and together with Up-C Acquiror 1, "Up-C Acquirors"), and the other Purchasers named therein, and the Seller Representatives named therein, as amended, and among the other transactions consummated pursuant thereto,
- [F4](Continued from Footnote 3) Tallgrass KC sold to Up-C Acquirors all of the Units representing limited liability company interests ("Units") in Tallgrass Equity, LLC ("Tallgrass Equity") and a corresponding number of Class B shares of the Issuer ("Class B Shares") (one Unit and one Class B Share, together, an "Up-C Interest") then owned by Tallgrass KC, including the Up-C Interests underlying the TEGP Tracking Units in Tallgrass KC ("TEGP Tracking Units") reported herein as owned by the Reporting Person, at a price per Up-C Interest of $22.43. Promptly following such sale, Tallgrass KC distributed to the Reporting Person his pro rata share (based on TEGP Tracking Units) of the net proceeds of such sale.
- [F5]Prior to the transaction described in footnotes 3 and 4, pursuant to the limited liability company agreement of Tallgrass KC, at any time and from time to time, the Reporting Person had the right to exchange his TEGP Tracking Units for an equivalent number of Class A Shares and, as a result, may have been deemed to beneficially own the Class A Shares receivable upon exercise of such exchange right.
- [F6]Prior to the transaction described in footnotes 3 and 4, the Reporting Person owned the TEGP Tracking Units reported herein through the Moler Revocable Trust, for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of the TEGP Tracking Units reported herein except to the extent of his pecuniary interest therein.
Documents
Issuer
Tallgrass Energy, LP
CIK 0001633651
Entity typeother
Related Parties
1- filerCIK 0001418199
Filing Metadata
- Form type
- 4
- Filed
- Mar 12, 8:00 PM ET
- Accepted
- Mar 13, 6:59 PM ET
- Size
- 11.1 KB