SEC Form 4
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 GP, LP [ TEGP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/07/2018 | ||||||||||||||||||||||||||
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 A Shares | 550,630 | I | See Footnote(1) | |||||||
Class B Shares | 02/07/2018 | A | 3,444,348(2)(3) | A | (2)(3) | 30,820,458(2)(3) | I | See Footnotes(2)(3)(5) | ||
Class B Shares | 02/07/2018 | A | 281,171(4) | A | (4) | 31,101,629(4) | I | See Footnotes(4)(5) |
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 | (2)(3) | 02/07/2018 | J(2)(3) | 3,444,348(2)(3) | (2)(3) | (2)(3) | Class A Shares | 3,444,348(2)(3)(5) | (2)(3) | 30,820,458(2)(3)(5) | I | See Footnotes(2)(3)(5)(6) | |||
Units in Tallgrass Equity, LLC | (4) | 02/07/2018 | J(4) | 281,171(4) | (4) | (4) | Class A Shares | 281,171(4)(5) | (4) | 31,101,629(4)(5) | I | See Footnotes(4)(5)(6) |
Explanation of Responses: |
1. The Reporting Person indirectly owns the Class A Shares through the David G. Dehaemers, Jr. Revocable Trust, dated April 26, 2006 (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. |
2. In connection with the merger of Tallgrass Development, LP, a private Delaware limited partnership, with and into a wholly-owned subsidiary of Tallgrass Equity, LLC, a private Delaware limited liability company ("Tallgrass Equity") on February 7, 2018 (the "Merger"), Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), received 3,444,348 Class B Shares of Issuer and 3,444,348 Units of Tallgrass Equity as consideration in the Merger. Beneficial ownership of the 30,820,458 Class B Shares and 30,820,458 Tallgrass Equity Units referred to herein is being reported hereunder solely because the Reporting Person may be deemed to beneficially own such securities as a result of his status as the sole manager of Tallgrass KC. |
3. (Continued From Footnote 2) Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015, Tallgrass KC has the right to exchange (the "Exchange Right") its Class B Shares and a corresponding number of Tallgrass Equity Units for a like number of Class A Shares. As a result, the Reporting Person may be deemed to beneficially own the Class A Shares receivable upon exercise of the Exchange Right. |
4. Also as consideration in the Merger, the Dehaemers Revocable Trust received 281,171 Class B Shares of Issuer and 281,171 Units of Tallgrass Equity. Beneficial ownership of the 281,171 Class B Shares and 281,171 Tallgrass Equity Units referred to herein is being reported hereunder solely because the Reporting Person may be deemed to beneficially own such securities as a result of his status as the trustee of the Dehaemers Revocable Trust. Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015, the Dehaemers Revocable Trust may exercise the Exchange Right for Class A Shares. As a result, the Reporting Person may be deemed to beneficially own the Class A Shares receivable upon exercise of the Exchange Right. |
5. The Reporting Person disclaims beneficial ownership of the securities held by Tallgrass KC and the Dehaemers Revocable Trust, except to the extent of his pecuniary interest therein. |
6. The Tallgrass Equity Units, collectively with the Class B Shares, constitute the derivative securities as described herein. |
Remarks: |
/s/ Christopher R. Jones, Attorney-in-Fact | 02/09/2018 | |
** 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. |