4//SEC Filing
MOLER WILLIAM R. 4
Accession 0001418199-17-000002
CIK 0001633651other
Filed
Nov 12, 7:00 PM ET
Accepted
Nov 13, 9:33 PM ET
Size
7.9 KB
Accession
0001418199-17-000002
Insider Transaction Report
Form 4
MOLER WILLIAM R.
DirectorSee Remarks
Transactions
- Other
TEGP Tracking Units in Tallgrass KC, LLC
2017-11-13+2,493,775→ 2,493,775 total(indirect: See footnote.)→ Class A Shares (2,493,775 underlying)
Footnotes (4)
- [F1]In November 2012, the Reporting Person made an investment in Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), to acquire an approximate 9% membership interest. The Reporting Person's membership interest in Tallgrass KC includes the 2,493,775 TEGP Tracking Units reported herein (the "TEGP Tracking Units"). As of November 13, 2017 (the "Vesting Date"), pursuant to Tallgrass KC's limited liability company agreement, the Reporting Person is now permitted to exchange (the "Exchange Right") his TEGP Tracking Units in Tallgrass KC for an equivalent number of Class A shares of the Issuer (the "Class A Shares").
- [F2](Continued from Footnote 1) Prior to the Vesting Date, the Manager of Tallgrass KC was required to consent to an exercise of the Exchange Right by the Reporting Person. The acquisition of beneficial ownership of the Reporting Person's TEGP Tracking Units on the Transaction Date is being reported hereunder solely because the Reporting Person may be deemed to have acquired beneficial ownership of such TEGP Tracking Units on the Vesting Date for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, due to the lapse of a material condition (the Manager's consent), which had previously restricted the Reporting Person's ability to exchange such TEGP Tracking Units for Class A Shares. An issuance of Class A Shares by the Issuer in connection with an exercise of the Exchange Right by the Reporting Person does not dilute outstanding Class A Shares, because an exercise proportionately reduces Tallgrass KC's Class B Shares and Common Units in Tallgrass Equity, LLC.
- [F3]The TEGP Tracking Units constitute derivative securities as described herein.
- [F4]The Reporting Person owns the TEGP Tracking Units reported herein through the William R. Moler Revocable Trust U.T.A. dated August 27, 2013, 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 GP, LP
CIK 0001633651
Entity typeother
Related Parties
1- filerCIK 0001418199
Filing Metadata
- Form type
- 4
- Filed
- Nov 12, 7:00 PM ET
- Accepted
- Nov 13, 9:33 PM ET
- Size
- 7.9 KB