4//SEC Filing
Jones Christopher R. 4
Accession 0001678693-19-000002
CIK 0001633651other
Filed
Jan 31, 7:00 PM ET
Accepted
Feb 1, 6:05 PM ET
Size
9.1 KB
Accession
0001678693-19-000002
Insider Transaction Report
Form 4
Jones Christopher R.
See Remarks
Transactions
- Award
Class A Shares
2019-01-31+23,250→ 488,480 total
Holdings
- 311,948
TEGP Tracking Units in Tallgrass KC, LLC
→ Class A Shares (311,948 underlying)
Footnotes (6)
- [F1]Represents 23,250 Equity Participation Shares in the Issuer ("EPSs") granted to the Reporting Person on January 31, 2019 which vested immediately on the grant date. The Reporting Person will receive the Class A shares as a result of such vesting on January 31, 2020.
- [F2]Includes the 23,250 vested EPSs described in footnote 1 and 418,200 unvested EPSs granted to the Reporting Person, of which (i) 35,000 will vest on May 12, 2019, (ii) 5,800 will vest on May 13, 2019, (iii) 4,000 will vest on November 1, 2019, (iv) 13,400 will vest on January 1, 2020, (v) 180,000 will vest in accordance with the terms described in footnote 3, and (vi) 180,000 will vest in accordance with the terms described in footnote 4.
- [F3]180,000 unvested EPSs granted to the Reporting Person will vest on the earliest date on or after April 1, 2021 on which the average compounded annual distribution growth rate for regular quarterly Issuer distributions, based upon the regular quarterly distribution paid by the Issuer on, or immediately prior to, such date is at least 5% over an annualized distribution rate of $1.67 per Class A Share, as determined by the board of directors of the general partner of the Issuer (the "Board") or such committee thereof appointed by the Board to administer the EPSs (the "$1.67 Distribution Hurdle Date"). If the $1.67 Distribution Hurdle Date has not occurred by August 2, 2024, the 180,000 EPSs described in this footnote 3 will expire and terminate and no vesting will occur.
- [F4]180,000 unvested Equity Participation Shares ("EPSs") granted to the Reporting Person, which will vest on the earliest date on or after November 1, 2022, on which the average compounded annual distribution growth rate for regular quarterly Issuer distributions, based upon the regular quarterly distribution paid by the Issuer on or immediately prior to, such date is at least 5% over an annualized distribution rate of $1.99 per Class A Share, as determined by the Board or such committee thereof appointed by the Board to administer the EPSs (the "$1.99 Distribution Hurdle Date"). If the $1.99 Distribution Hurdle Date has not occurred by October 19, 2025, the 180,000 EPSs described in this footnote 4 will expire and terminate and no vesting will occur.
- [F5]Pursuant to the limited liability company agreement of Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), at any time and from time to time, the Reporting Person may exchange his TEGP Tracking Units in Tallgrass KC ("TEGP Tracking Units") for an equivalent number of Class A Shares of the Issuer. As a result, the Reporting Person may be deemed to beneficially own the Class A Shares receivable upon exercise of such exchange right.
- [F6]The TEGP Tracking Units constitute derivative securities as described herein
Documents
Issuer
Tallgrass Energy, LP
CIK 0001633651
Entity typeother
Related Parties
1- filerCIK 0001678693
Filing Metadata
- Form type
- 4
- Filed
- Jan 31, 7:00 PM ET
- Accepted
- Feb 1, 6:05 PM ET
- Size
- 9.1 KB