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4//SEC Filing

Prairie Secondary Acquiror LP 4

Accession 0000899243-20-010892

CIK 0001633651other

View on SEC.gov Company Profile

Filed

Apr 16, 8:00 PM ET

Accepted

Apr 17, 9:16 AM ET

Size

24.8 KB

Accession

0000899243-20-010892

Insider Transaction Report

Form 4

Period: 2020-04-17

Tallgrass Energy, LPTGE

Prairie Secondary Acquiror E LP

10% Owner

Transactions

Purchase
Class A shares
2020-04-17$22.45/sh+152,770,061$3,429,687,869→ 0 total(indirect: See Footnote)

Holdings

Class A shares
(indirect: See Footnotes)
773,510
Class A shares
(indirect: See Footnotes)
92,778,793
TE units
(indirect: See Footnotes)
→ Class A shares (92,778,793 underlying)
92,778,793
Class A shares
(indirect: See Footnotes)
1,127,935
Class A shares
(indirect: See Footnotes)
21,751,018
Class B shares
(indirect: See Footnotes)
7,876,328
TE units
(indirect: See Footnotes)
→ Class A shares (7,876,328 underlying)
7,876,328

Prairie Non-ECI Acquiror LP

10% Owner

Transactions

Purchase
Class A shares
2020-04-17$22.45/sh+152,770,061$3,429,687,869→ 0 total(indirect: See Footnote)

Holdings

Class A shares
(indirect: See Footnotes)
21,751,018
Class A shares
(indirect: See Footnotes)
773,510
Class A shares
(indirect: See Footnotes)
1,127,935
Class A shares
(indirect: See Footnotes)
92,778,793
Class B shares
(indirect: See Footnotes)
7,876,328
TE units
(indirect: See Footnotes)
→ Class A shares (92,778,793 underlying)
92,778,793
TE units
(indirect: See Footnotes)
→ Class A shares (7,876,328 underlying)
7,876,328

Prairie ECI Acquiror LP

10% Owner

Transactions

Purchase
Class A shares
2020-04-17$22.45/sh+152,770,061$3,429,687,869→ 0 total(indirect: See Footnote)

Holdings

TE units
(indirect: See Footnotes)
→ Class A shares (92,778,793 underlying)
92,778,793
Class A shares
(indirect: See Footnotes)
773,510
Class A shares
(indirect: See Footnotes)
1,127,935
Class A shares
(indirect: See Footnotes)
21,751,018
Class A shares
(indirect: See Footnotes)
92,778,793
Class B shares
(indirect: See Footnotes)
7,876,328
TE units
(indirect: See Footnotes)
→ Class A shares (7,876,328 underlying)
7,876,328

BIP Holdings Manager L.L.C.

10% Owner

Transactions

Purchase
Class A shares
2020-04-17$22.45/sh+152,770,061$3,429,687,869→ 0 total(indirect: See Footnote)

Holdings

Class A shares
(indirect: See Footnotes)
773,510
Class A shares
(indirect: See Footnotes)
92,778,793
TE units
(indirect: See Footnotes)
→ Class A shares (7,876,328 underlying)
7,876,328
Class A shares
(indirect: See Footnotes)
21,751,018
Class B shares
(indirect: See Footnotes)
7,876,328
Class A shares
(indirect: See Footnotes)
1,127,935
TE units
(indirect: See Footnotes)
→ Class A shares (92,778,793 underlying)
92,778,793

Prairie Secondary Acquiror LP

10% Owner

Transactions

Purchase
Class A shares
2020-04-17$22.45/sh+152,770,061$3,429,687,869→ 0 total(indirect: See Footnote)

Holdings

Class A shares
(indirect: See Footnotes)
21,751,018
Class A shares
(indirect: See Footnotes)
773,510
Class A shares
(indirect: See Footnotes)
1,127,935
Class B shares
(indirect: See Footnotes)
7,876,328
TE units
(indirect: See Footnotes)
→ Class A shares (7,876,328 underlying)
7,876,328
Class A shares
(indirect: See Footnotes)
92,778,793
TE units
(indirect: See Footnotes)
→ Class A shares (92,778,793 underlying)
92,778,793

Prairie VCOC Acquiror LP

10% Owner

Transactions

Purchase
Class A shares
2020-04-17$22.45/sh+152,770,061$3,429,687,869→ 0 total(indirect: See Footnote)

Holdings

Class A shares
(indirect: See Footnotes)
773,510
Class A shares
(indirect: See Footnotes)
21,751,018
Class A shares
(indirect: See Footnotes)
1,127,935
Class A shares
(indirect: See Footnotes)
92,778,793
TE units
(indirect: See Footnotes)
→ Class A shares (92,778,793 underlying)
92,778,793
TE units
(indirect: See Footnotes)
→ Class A shares (7,876,328 underlying)
7,876,328
Class B shares
(indirect: See Footnotes)
7,876,328

Footnotes (11)

[F1]On April 17, 2020, pursuant to a merger agreement, an affiliate of the Reporting Persons was merged with and into the Issuer, with the Issuer surviving the merger and continuing to exist as a Delaware limited partnership and owned, directly or indirectly, by the Acquiror LPs (as defined below). At the effective time of the merger (the "Effective Time"), each issued and outstanding Class A share representing limited partner interests of TGE ("Class A share") as of immediately prior to the Effective Time (other than the Class A shares owned by the Acquiror LPs) was converted into the right to receive $22.45 per Class A Share in cash without any interest thereon and was cancelled by the Issuer.
[F10]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.
[F11]Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
[F2]These Class A shares are owned directly by Prairie Secondary Acquiror LP ("Secondary Acquiror").
[F3]These Class A shares are owned directly by Prairie Secondary Acquiror E LP ("Secondary Acquiror 2").
[F4]These Class A shares are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror").
[F5]These Class B shares and TE units are owned directly by Prairie ECI Acquiror LP ("ECI Acquiror").
[F6]These Class B shares and TE units are owned directly by Prairie VCOC Acquiror LP ("VCOC Acquiror", and together with Secondary Acquiror, Secondary Acquiror 2, Non-ECI Acquiror, and ECI Acquiror, the "Acquiror LPs").
[F7]BIP Holdings Manager L.L.C. is the general partner of each of the Acquiror LPs. Blackstone Infrastructure Associates L.P. is the managing member of BIP Holdings Manager L.L.C. The general partner of Blackstone Infrastructure Associates L.P. 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 II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is The Blackstone Group Inc. The sole holder of 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.
[F8]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.
[F9]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.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Tallgrass Energy, LP

CIK 0001633651

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001770030

Filing Metadata

Form type: 4
Filed: Apr 16, 8:00 PM ET
Accepted: Apr 17, 9:16 AM ET
Size: 24.8 KB

View on SEC.gov