4//SEC Filing
MOLER WILLIAM R. 4
Accession 0000899243-20-011058
CIK 0001633651other
Filed
Apr 20, 8:00 PM ET
Accepted
Apr 21, 4:30 PM ET
Size
10.2 KB
Accession
0000899243-20-011058
Insider Transaction Report
Form 4
MOLER WILLIAM R.
DirectorSee Remarks
Transactions
- Sale
Class A Shares
2020-04-17$26.25/sh−1,403,766$36,848,858→ 0 total(indirect: See footnote) - Disposition to Issuer
Class A Shares
2020-04-17$22.45/sh−111,850$2,511,033→ 1,403,766 total(indirect: See footnote)
Holdings
- 250,000
Class A Shares
Footnotes (5)
- [F1]The William R. Moler Revocable Trust U.T.A. dated August 27, 2013 (the "Moler Revocable Trust") ceased to beneficially own the Class A shares representing limited partner interests ("Class A Shares") in the Issuer reported herein at the Effective Time (as defined below) of the merger (the "Merger") of Prairie Private Acquiror LP, a Delaware limited partnership ("Buyer"), with and into the Issuer, with the Issuer surviving the merger and continuing to exist as a Delaware limited partnership. The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of December 16, 2019 (the "Merger Agreement"), by and among the Issuer, Tallgrass Energy GP, LLC, a Delaware limited liability company, Buyer and Prairie Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Buyer ("Merger Sub"). The Merger closed and was effective at 7:02 a.m., Central Time, on April 17, 2020 (the "Effective Time").
- [F2](Continued from Footnote 1) At the Effective Time, each Class A Share held by the Moler Revocable Trust immediately prior to the Merger (other than those Class A Shares purchased pursuant to the Purchase Agreement (as defined below)) converted into the right to receive $22.45 per Class A Share in cash without any interest thereon.
- [F3]On April 17, 2020, pursuant to that certain Purchase Agreement, dated April 17, 2020, by and between the Moler Revocable Trust and Merger Sub (the "Purchase Agreement"), the Moler Revocable Trust sold to Merger Sub 1,403,766 Class A Shares at a price per Class A Share of $26.25.
- [F4]Prior to the transactions described in Footnotes 1, 2 and 3, the Reporting Person indirectly owned the Class A Shares reported herein through the Moler Revocable Trust. The Reporting Person disclaimed beneficial ownership of the Class A Shares reported herein except to the extent of his pecuniary interest therein.
- [F5]Consists of (i) 125,000 equity participation shares in the Issuer (each, an "EPS") which will vest on October 31, 2022 and (ii) 125,000 EPSs which will vest on October 22, 2023. As further described in the Merger Agreement, each EPS held by the Reporting Person immediately prior to the Merger continued to remain outstanding, subject to the terms and conditions (including with respect to vesting and forfeiture) applicable to such award immediately prior to the Effective Time, provided that such EPSs will be settled at the time provided in the applicable award agreement in an amount of cash per EPS equal to the "Fair Market Value" (as defined in the Tallgrass MLP GP, LLC Long-Term Incentive Plan) of a Class A Share on the date of settlement.
Documents
Issuer
Tallgrass Energy, LP
CIK 0001633651
Entity typeother
Related Parties
1- filerCIK 0001418199
Filing Metadata
- Form type
- 4
- Filed
- Apr 20, 8:00 PM ET
- Accepted
- Apr 21, 4:30 PM ET
- Size
- 10.2 KB