Home/Filings/4/0000899243-19-025048

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Blackstone Infrastructure Associates L.P. 4

Accession 0000899243-19-025048

CIK 0001633651other

View on SEC.gov Company Profile

Filed

Oct 2, 8:00 PM ET

Accepted

Oct 3, 9:15 PM ET

Size

27.8 KB

Accession

0000899243-19-025048

Insider Transaction Report

Form 4

Period: 2019-10-01

Tallgrass Energy, LPTGE

Prairie ECI Acquiror LP

10% Owner

Transactions

Other
Class A shares
2019-10-01−399→ 773,510 total(indirect: See Footnotes)
Other
Class A shares
2019-10-01−537→ 1,127,935 total(indirect: See Footnotes)
Other
Class B shares
2019-10-01−5,575,045→ 92,778,793 total(indirect: See Footnotes)
Other
TE units
2019-10-01−5,575,045→ 92,778,793 total(indirect: See Footnotes)
→ Class A shares (5,575,045 underlying)
Other
TE units
2019-10-01+5,575,045→ 7,876,328 total(indirect: See Footnotes)
→ Class A shares (5,575,045 underlying)
Other
Class B shares
2019-10-01+5,575,045→ 7,876,328 total(indirect: See Footnotes)

Holdings

Class A shares
(indirect: See Footnotes)
21,751,018

Prairie VCOC Acquiror LP

10% Owner

Transactions

Other
TE units
2019-10-01−5,575,045→ 92,778,793 total(indirect: See Footnotes)
→ Class A shares (5,575,045 underlying)
Other
Class A shares
2019-10-01−399→ 773,510 total(indirect: See Footnotes)
Other
Class A shares
2019-10-01−537→ 1,127,935 total(indirect: See Footnotes)
Other
Class B shares
2019-10-01+5,575,045→ 7,876,328 total(indirect: See Footnotes)
Other
TE units
2019-10-01+5,575,045→ 7,876,328 total(indirect: See Footnotes)
→ Class A shares (5,575,045 underlying)
Other
Class B shares
2019-10-01−5,575,045→ 92,778,793 total(indirect: See Footnotes)

Holdings

Class A shares
(indirect: See Footnotes)
21,751,018

BIA GP L.L.C.

10% Owner

Transactions

Other
Class A shares
2019-10-01−399→ 773,510 total(indirect: See Footnotes)
Other
Class B shares
2019-10-01−5,575,045→ 92,778,793 total(indirect: See Footnotes)
Other
Class B shares
2019-10-01+5,575,045→ 7,876,328 total(indirect: See Footnotes)
Other
TE units
2019-10-01−5,575,045→ 92,778,793 total(indirect: See Footnotes)
→ Class A shares (5,575,045 underlying)
Other
Class A shares
2019-10-01−537→ 1,127,935 total(indirect: See Footnotes)
Other
TE units
2019-10-01+5,575,045→ 7,876,328 total(indirect: See Footnotes)
→ Class A shares (5,575,045 underlying)

Holdings

Class A shares
(indirect: See Footnotes)
21,751,018

Blackstone Infrastructure Associates L.P.

10% Owner

Transactions

Other
Class B shares
2019-10-01−5,575,045→ 92,778,793 total(indirect: See Footnotes)
Other
Class A shares
2019-10-01−399→ 773,510 total(indirect: See Footnotes)
Other
Class A shares
2019-10-01−537→ 1,127,935 total(indirect: See Footnotes)
Other
Class B shares
2019-10-01+5,575,045→ 7,876,328 total(indirect: See Footnotes)
Other
TE units
2019-10-01−5,575,045→ 92,778,793 total(indirect: See Footnotes)
→ Class A shares (5,575,045 underlying)
Other
TE units
2019-10-01+5,575,045→ 7,876,328 total(indirect: See Footnotes)
→ Class A shares (5,575,045 underlying)

Holdings

Class A shares
(indirect: See Footnotes)
21,751,018

BIA GP L.P.

10% Owner

Transactions

Other
TE units
2019-10-01+5,575,045→ 7,876,328 total(indirect: See Footnotes)
→ Class A shares (5,575,045 underlying)
Other
Class A shares
2019-10-01−399→ 773,510 total(indirect: See Footnotes)
Other
Class A shares
2019-10-01−537→ 1,127,935 total(indirect: See Footnotes)
Other
Class B shares
2019-10-01−5,575,045→ 92,778,793 total(indirect: See Footnotes)
Other
Class B shares
2019-10-01+5,575,045→ 7,876,328 total(indirect: See Footnotes)
Other
TE units
2019-10-01−5,575,045→ 92,778,793 total(indirect: See Footnotes)
→ Class A shares (5,575,045 underlying)

Holdings

Class A shares
(indirect: See Footnotes)
21,751,018

Footnotes (12)

[F1]On October 1, 2019, an affiliate of Blackstone Infrastructure Associates L.P. ("BIA") transferred ownership interests in Prairie Secondary Acquiror LP ("Secondary Acquiror") and Prairie Secondary Acquiror E LP ("Secondary Acquiror 2") to another affiliate of BIA at a transfer price based on $24.13 per Class A share ("Class A shares") representing limited partner interests in Tallgrass Energy, LP ("TGE"). There was no change in the aggregate number of Class A shares owned by Secondary Acquiror or Secondary Acquiror 2 as a result of these transfers, but BIA and certain other affiliated Reporting Persons may be deemed to have disposed of a portion of their pecuniary interest in TGE's Class A shares held by Secondary Acquiror and Secondary Acquiror E as a result of such transfers.
[F10]Each of the Reporting Persons disclaims beneficial ownership of the securities held by the Acquiror LPs, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose or that any of the transactions reported herein are subject to Section 16.
[F11]Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
[F12]Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
[F2]On October 1, 2019, Prairie ECI Acquiror LP ("ECI Acquiror") distributed to an affiliate of BIA beneficial ownership of 5,575,045 Class B shares ("Class B shares") representing limited partner interests in TGE and 5,575,045 units ("TE units") representing membership interests in Tallgrass Equity, LLC, and portion of its member interest in the entity which owns the Issuer's general partner, and such affiliate transferred such Class B shares, TE units and member interest to Prairie VCOC Acquiror LP ("VCOC Acquiror") in exchange for approximately $98.8 million and the assumption of approximately $50.3 million of debt.
[F3]These Class A shares are owned directly by Secondary Acquiror.
[F4]These Class A shares are owned directly by Secondary Acquiror 2.
[F5]These Class B shares and TE units are owned directly by ECI Acquiror.
[F6]These Class B shares and TE units are owned directly by VCOC Acquiror.
[F7]These Class A shares are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror" together with Secondary Acquiror, Secondary Acquiror 2, ECI Acquiror, Non-ECI Acquiror and VCOC Acquiror, the "Acquiror LPs").
[F8]The general partner of BIA is BIA GP L.P. The general partner of BIA GP L.P. is BIA GP L.L.C. The sole member of BIA GP L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group Inc. The sole holder of the Class C common stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
[F9]TE units may be exchanged by the holders thereof for an equivalent number of Class A shares and upon such exchange, an equivalent number of Class B shares held by such holder will be cancelled.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Tallgrass Energy, LP

CIK 0001633651

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001770053

Filing Metadata

Form type: 4
Filed: Oct 2, 8:00 PM ET
Accepted: Oct 3, 9:15 PM ET
Size: 27.8 KB

View on SEC.gov