| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Tallgrass Energy, LP [ TGE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/11/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class B Shares | 03/11/2019 | J(1)(2) | 1,481,754 | D | (1)(2) | 28,216,109 | I | See Footnotes(5)(6) | ||
| Class B Shares | 03/11/2019 | S | 28,216,109(4) | D | (3) | 0 | I | See Footnotes(5)(6) | ||
| Class A Shares | 1,806,319 | I | See Footnotes(7) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Units in Tallgrass Equity, LLC | (6) | 03/11/2019 | J(1)(2) | 1,481,754 | (6) | (6) | Class A Shares | 1,481,754 | (1)(2) | 28,216,109(8) | I | See Footnotes(5)(6) | |||
| Units in Tallgrass Equity, LLC | (6) | 03/11/2019 | S | 28,216,109 | (6) | (6) | Class A Shares | 28,216,109 | (3) | 0 | I | See Footnotes(5)(6) | |||
| Explanation of Responses: |
| 1. On March 11, 2019, Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), redeemed from certain of its members an aggregate of 1,481,754 TEGP Tracking Units in Tallgrass KC ("TEGP Tracking Units") in exchange for a distribution to such redeeming members of an aggregate of 1,481,754 Units representing limited liability company interests ("Units") in Tallgrass Equity, LLC ("Tallgrass Equity") and a corresponding number of Class B shares of the Issuer ("Class B Shares") underlying such TEGP Tracking Units. |
| 2. (Continued from Footnote 1) Such redemptions occurred as part of the transactions contemplated by that certain Purchase Agreement (as amended, the "Purchase Agreement"), dated January 30, 2019, by and among Tallgrass Energy Holdings, LLC, a Delaware limited liability company, Tallgrass KC, the David G. Dehaemers, Jr. Revocable Trust, dated April 26, 2006 (the "Dehaemers Revocable Trust"), and the other Sellers named therein, Prairie ECI Acquiror LP, a Delaware limited partnership ("Up-C Acquiror 1"), Prairie VCOC Acquiror LP, a Delaware limited partnership ("Up-C Acquiror 2" and together with Up-C Acquiror 1, "Up-C Acquirors"), and the other Purchasers named therein, and the Seller Representatives named therein, as amended. |
| 3. On March 11, 2019, following the redemptions described in footnotes 1 and 2, pursuant to the Purchase Agreement and among the other transactions consummated pursuant thereto, (i) the Dehaemers Revocable Trust sold to Up-C Acquirors 281,171 Units and a corresponding number of Class B Shares and (ii) Tallgrass KC sold to Up-C Acquirors 27,934,938 Units, and a corresponding number of Class B Shares. The Units and Class B Shares (one Unit and one Class B Share, together, an "Up-C Interest") reported herein were sold by the Deheamers Revocable Trust and Tallgrass KC at a price per Up-C Interest of $22.43. |
| 4. The sale by the Dehaemers Revocable Trust of Up-C Interests described in footnote 3 may be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of 51,777 Class A Shares, with the Reporting Person's purchases (i) on September 24, 2018 of 15,000 Class A Shares in multiple transactions at prices ranging from $22.20 to $22.23, at a weighted average price of $22.21, (ii) on November 1, 2018 of 16,777 Class A Shares in multiple transactions at prices ranging from $21.20 to $21.30, at a weighted average price of $21.24, and (iii) on November 28, 2018 of 20,000 Class A Shares in multiple transactions at prices ranging from $20.49 to $20.55, at a weighted average price of $20.52. The Reporting Person has agreed to pay to the Issuer $61,252.06, representing the full amount of the theoretical profit realized in connection with the short-swing transaction, less transaction costs. |
| 5. Prior to the transactions described in footnote 3, the Reporting Person indirectly owned 281,171 Units and Class B Shares referred to herein through the Dehaemers Revocable Trust, for which the Reporting Person serves as Trustee. Beneficial ownership of the remaining Units and Class B Shares referred to herein was held of record by Tallgrass KC and is being reported hereunder solely because the Reporting Person may have been deemed to beneficially own such securities as a result of his status as the sole manager of Tallgrass KC. |
| 6. Prior to the redemptions described in footnotes 1 and 2 and the transactions described in footnote 3, pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Issuer dated July 2, 2018 and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity dated May 12, 2015, Tallgrass KC and the Dehaemers Revocable Trust each had the right, from time to time, at their sole election, to immediately exchange their Class B Shares and an equivalent number of Units for a like number of Class A Shares. As a result, the Reporting Person may have been deemed to beneficially own the Class A Shares receivable upon exercise by Tallgrass KC or the Dehaemers Revocable Trust as a result of their respective exchange rights. |
| 7. The Reporting Person indirectly owns the Class A Shares reported herein through the Dehaemers Revocable Trust, for which the Reporting Person serves as Trustee. The Reporting Person disclaims beneficial ownership of the Class A Shares reported herein except to the extent of his pecuniary interest therein. |
| 8. The Units, collectively with the Class B Shares, constitute derivative securities as described herein. |
| Remarks: |
| President and Chief Executive Officer |
| /s/ Christopher R. Jones, Attorney-in-Fact | 03/13/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
