Watkins Gary D. 4
4 · Tallgrass Energy, LP · Filed Apr 21, 2020
Insider Transaction Report
Form 4
Watkins Gary D.
See Remarks
Transactions
- Disposition to Issuer
Class A Shares
2020-04-17$22.45/sh−74,044$1,662,288→ 185,000 total
Footnotes (3)
- [F1]The Reporting Person 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, (i) each Class A Share held by the Reporting Person immediately prior to the Merger converted into the right to receive $22.45 per Class A Share in cash without any interest thereon and (ii) as further described in the Merger Agreement, each equity participation share in the Issuer (an "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 any performance-based vesting conditions were waived as of the Effective Time and 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.
- [F3]Consists of (i) 35,000 EPSs which will vest on November 1, 2022, (ii) 75,000 EPSs which will vest on October 31, 2023, and (iii) 75,000 EPSs which will vest on October 31, 2024.