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, 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) 04/09/2019 | ||||||||||||||||||||||||||
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 A Shares | 04/09/2019 | P(1) | 18,835 | A | $24.48(9) | 261,197 | I | See Footnotes(2)(5)(6)(7)(8) | ||
Class A Shares | 04/09/2019 | P(1) | 27,466 | A | $24.48(9) | 380,879 | I | See Footnotes(3)(5)(6)(7)(8) | ||
Class A Shares | 04/10/2019 | P(1) | 2,608 | A | $24.49(10) | 263,805 | I | See Footnotes(2)(5)(6)(7)(8) | ||
Class A Shares | 04/10/2019 | P(1) | 3,802 | A | $24.49(10) | 384,681 | I | See Footnotes(3)(5)(6)(7)(8) | ||
Class A Shares | 04/11/2019 | P(1) | 10,912 | A | $24.5(11) | 274,717 | I | See Footnotes(2)(5)(6)(7)(8) | ||
Class A Shares | 04/11/2019 | P(1) | 15,911 | A | $24.5(11) | 400,592 | I | See Footnotes(3)(5)(6)(7)(8) | ||
Class A Shares | 21,751,018 | I | See Footnotes(4)(5)(6)(7)(8) |
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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. |
2. These Class A shares representing limited partner interests ("Class A shares") of Tallgrass Energy, LP ("TGE") are owned directly by Prairie Secondary Acquiror LP ("Secondary Acquiror 1"). |
3. These Class A shares are owned directly by Prairie Secondary Acquiror E LP ("Secondary Acquiror 2"). |
4. These Class A shares are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror"). |
5. BIP Holdings Manager L.L.C. is the general partner of each of Secondary Acquiror 1, Secondary Acquiror 2 and Non-ECI Acquiror (the "Acquiror LPs"). Blackstone Infrastructure Associates L.P. is the managing member of BIP Holdings Manager L.L.C. The general partner of Blackstone Infrastructure Associates L.P. is BIA GP L.P. The general partner of BIA GP L.P. is BIA GP L.L.C. The sole member of BIA GP L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. |
6. Each of the Reporting Persons (other than each of the Acquiror LPs to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by the Acquiror LPs, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the Acquiror LPs to the extent they directly hold securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
7. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. |
8. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |
9. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $24.41 to $24.50, inclusive. The Reporting Persons undertake to provide to TGE, any security holder of TGE, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price set forth in footnotes 9 through 11 to this Form 4. |
10. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $24.46 to $24.50, inclusive. |
11. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $24.47 to $24.50, inclusive. |
Remarks: |
BLACKSTONE INFRASTRUCTURE ASSOCIATES, L.P., By: BIA GP L.P., its general partner, By: BIA GP L.L.C., its general partner, By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director | 04/11/2019 | |
PRAIRIE SECONDARY ACQUIROR LP, By: BIP Holdings Manager L.L.C., its general partner, By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director | 04/11/2019 | |
PRAIRIE SECONDARY ACQUIROR E LP, By: BIP Holdings Manager L.L.C., its general partner, By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director | 04/11/2019 | |
BIP HOLDINGS MANAGER L.L.C., By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director | 04/11/2019 | |
BIA GP L.P., By: BIA GP L.L.C., its general partner, By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director | 04/11/2019 | |
BIA GP L.L.C., By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director | 04/11/2019 | |
** 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. |