Tallgrass Energy Form 4 / GP L.L.C. BIA ownership change

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^*

Blackstone Infrastructure Associates L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Tallgrass Energy, LP [ TGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A shares	07/30/2019		C⁽¹⁾⁽²⁾		66,931	D	⁽²⁾	1,127,935	I	See Footnotes⁽³⁾⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾
Class B shares	07/30/2019		C⁽¹⁾⁽²⁾		4,158,257	D	⁽²⁾	98,353,838⁽²⁾	I	See Footnotes⁽⁴⁾⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾
Class B shares	07/30/2019		C⁽¹⁾⁽²⁾		150,439	D	⁽²⁾	2,301,283⁽²⁾	I	See Footnotes⁽⁵⁾⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾
Class A shares								21,751,018	I	See Footnotes⁽⁶⁾⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾
Class A shares								773,510	I	See Footnotes⁽⁷⁾⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Obligation to Transfer	⁽¹⁾⁽²⁾	07/30/2019		C⁽¹⁾⁽²⁾			1⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A shares, Class B shares and TE units	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾
TE units	⁽⁹⁾	07/30/2019		C⁽¹⁾⁽²⁾			4,158,257	⁽⁹⁾	⁽⁹⁾	Class A shares	4,158,257	⁽¹⁾⁽²⁾	98,353,838⁽²⁾⁽³⁾	I	See Footnotes⁽⁴⁾⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾
TE units	⁽⁹⁾	07/30/2019		C⁽¹⁾⁽²⁾			150,439	⁽⁹⁾	⁽⁹⁾	Class A shares	150,439	⁽¹⁾⁽²⁾	2,301,283⁽²⁾⁽³⁾	I	See Footnotes⁽⁵⁾⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾

1. Name and Address of Reporting Person^*

Blackstone Infrastructure Associates L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIA GP L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC..

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Prairie VCOC Acquiror LP

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIA GP L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings III L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings III GP L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings III GP Management L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Group Inc

(Last)

(First)

(Middle)

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Group Management L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCHWARZMAN STEPHEN A

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Explanation of Responses:

1. Pursuant to an Equityholders' Agreement dated as of March 11, 2019 (the "Equity Holders Agreement"), affiliates of Blackstone Infrastructure Associates L.P. ("BIA") were required to transfer to affiliates of Enagas, S.A. ("Enagas"), promptly after the Committee on Foreign Investments in the United States ("CFIUS") approved Enagas making further investments in securities of Tallgrass Energy, LP ("TGE"), such affiliates' indirect interests in certain Class A shares representing limited partner interests ("Class A shares") in TGE, Class B shares representing limited partner interests ("Class B shares") in TGE and units representing membership interests ("TE units") in Tallgrass Equity, LLC, pursuant to the terms of the Equity Holders Agreement, as described below.

2. On July 30, 2019, promptly after the CFIUS approval described above was granted, and pursuant to the transfer obligations described above, affiliates of BIA disposed of (i) equity interests in affiliates of BIA representing BIA's indirect interest with respect to 66,931 Class A shares held by Prairie Secondary Acquiror E LP ("Secondary Acquiror 2") plus a corresponding percentage of Secondary Acquiror 2's capital in exchange for approximately $14.1 million, and BIA's indirect interest in 4,308,696 Class B shares and 4,308,696 TE units in exchange for $83.4 million plus the assumption of $40.7 million of debt, to affiliates of Enagas. There was no change in the aggregate number of Class A shares, Class B shares or TE units held by the Acquiror LPs (as defined below) as a result of these transfers, other than a transfer of 150,439 Class B shares and 150,439 TE units from Prairie VCOC Acquiror LP ("VCOC Acquiror") to Prairie ECI Acquiror LP ("ECI Acquiror").

3. These Class A shares are owned directly Secondary Acquiror 2.

4. These Class B shares and TE units are owned directly by Prairie ECI Acquiror LP ("ECI Acquiror").

5. These Class B shares and TE units are owned directly by Prairie VCOC Acquiror LP ("VCOC Acquiror").

6. These Class A shares are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror").

7. These Class A shares are owned directly by Prairie Secondary Acquiror LP (together with Secondary Acquiror 2, ECI Acquiror, Non-ECI Acquiror and Secondary Acquiror, the "Acquiror LPs").

8. The general partner of BIA 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 Inc. (f/k/a The Blackstone Group L.P.). The sole holder of the Class C common stock of The Blackstone Group Inc. 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.

9. TE units may be exchanged by the holders thereof for an equivalent number of Class A shares and upon such exchange, an equivalent number of Class B shares held by such holder will be cancelled.

10. Each of the Reporting Persons, 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 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 or that any of the transactions reported herein are subject to Section 16.

11. 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.

Remarks:

	PRAIRIE VCOC ACQUIROR LP, By: BIA Holdings Manager L.L.C., its general partner, By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director	08/01/2019
	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	08/01/2019
	BIA GP L.P., By: BIA GP L.L.C., its general partner, By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director	08/01/2019
	BIA GP L.L.C., By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director	08/01/2019
	BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management .L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	08/01/2019
	BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	08/01/2019
	BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	08/01/2019
	THE BLACKSTONE GROUP INC., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	08/01/2019
	BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	08/01/2019
	By: /s/ Steven A. Schwarzman, Name: Steven A. Schwarzman	08/01/2019
	** 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).
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Tallgrass Energy Form 4Tallgrass Energy / GP L.L.C. BIA ownership change