UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 26, 2013
Tallgrass Energy Partners, LP
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-35917 | | 46-1972941 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
6640 W. 143rd Street, Suite 200 Overland Park, Kansas | | 66223 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (913) 928-6060
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Grant of Awards to Executive Officers Under the Tallgrass MLP GP, LLC Long-Term Incentive Plan
On June 26, 2013, the board of directors of Tallgrass MLP GP, LLC (the “Company”), the general partner of Tallgrass Energy Partners, LP (the “Partnership”), approved the following grants of equity participation units (“Equity Participation Units”) to the following executive officers of the Company:
Grants of Awards to Executive Officers
| | | | |
Executive Officer | | Number of Equity Participation Units | |
William R. Moler | | | 50,000 | |
Gary J. Brauchle | | | 50,000 | |
George E. Rider | | | 50,000 | |
Richard L. Bullock | | | 27,500 | |
The Equity Participation Units were granted according to the terms of the form of Employee Equity Participation Unit Agreement (the “Equity Participation Unit Agreement”) pursuant to which Equity Participation Units may be issued under the Tallgrass MLP GP, LLC Long-Term Incentive Plan (the “Plan”). The Equity Participation Unit Agreement contemplates that (i) one-third of the total number of Equity Participation Units subject to each individual grant (rounded up to the next whole unit) will vest on the later to occur of (a) the date that the Pony Express Crude Oil Pipeline is initially placed into commercial service by Tallgrass Pony Express Pipeline, LLC (the “In-Service Date”) or (b) May 13, 2015, and (ii) two-thirds of the Equity Participation Units subject to each individual grant (rounded up or down to the next whole Unit such that all remaining unvested Equity Participation Units are vested) will vest on the later to occur of the In-Service Date or May 13, 2017. Unvested Equity Participation Units will be terminated if employment with the Company or its affiliate terminates prior to an applicable vesting date. If the In-Service Date has not occurred by May 13, 2018, each individual grant will expire and terminate and no vesting of Equity Participation Units will occur thereafter. Upon the occurrence of a change of control, all unvested Equity Participation Units will vest as of the date of the change of control.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | TALLGRASS ENERGY PARTNERS, LP |
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| | | | By: | | Tallgrass MLP GP, LLC |
| | | | | | its general partner |
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| Date: June 26, 2013 | | | | By: | | /s/ David G. Dehaemers, Jr. |
| | | | | | David G. Dehaemers, Jr. |
| | | | | | President and Chief Executive Officer |
