| 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) 10/01/2019 | ||||||||||||||||||||||||||
| 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 | 10/01/2019 | J(1) | 399 | D | (1) | 773,510 | I | See Footnotes(3)(8)(10)(11)(12) | ||
| Class A shares | 10/01/2019 | J(1) | 537 | D | (1) | 1,127,935 | I | See Footnotes(4)(8)(10)(11)(12) | ||
| Class B shares | 10/01/2019 | J(2) | 5,575,045 | D | (2) | 92,778,793 | I | See Footnotes(5)(8)(10)(11)(12) | ||
| Class B shares | 10/01/2019 | J(2) | 5,575,045 | A | (2) | 7,876,328 | I | See Footnotes(6)(8)(10)(11)(12) | ||
| Class A shares | 21,751,018 | I | See Footnotes(7)(8)(10)(11)(12) | |||||||
| 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 | ||||||||
| TE units | (9) | 10/01/2019 | J(2) | 5,575,045 | (9) | (9) | Class A shares | 5,575,045 | (2) | 92,778,793 | I | See Footnotes(5)(8)(10)(11)(12) | |||
| TE units | (9) | 10/01/2019 | J(2) | 5,575,045 | (9) | (9) | Class A shares | 5,575,045 | (2) | 7,876,328 | I | See Footnotes(6)(8)(10)(11)(12) | |||
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. On October 1, 2019, an affiliate of Blackstone Infrastructure Associates L.P. ("BIA") transferred ownership interests in Prairie Secondary Acquiror LP ("Secondary Acquiror") and Prairie Secondary Acquiror E LP ("Secondary Acquiror 2") to another affiliate of BIA at a transfer price based on $24.13 per Class A share ("Class A shares") representing limited partner interests in Tallgrass Energy, LP ("TGE"). There was no change in the aggregate number of Class A shares owned by Secondary Acquiror or Secondary Acquiror 2 as a result of these transfers, but BIA and certain other affiliated Reporting Persons may be deemed to have disposed of a portion of their pecuniary interest in TGE's Class A shares held by Secondary Acquiror and Secondary Acquiror E as a result of such transfers. |
| 2. On October 1, 2019, Prairie ECI Acquiror LP ("ECI Acquiror") distributed to an affiliate of BIA beneficial ownership of 5,575,045 Class B shares ("Class B shares") representing limited partner interests in TGE and 5,575,045 units ("TE units") representing membership interests in Tallgrass Equity, LLC, and portion of its member interest in the entity which owns the Issuer's general partner, and such affiliate transferred such Class B shares, TE units and member interest to Prairie VCOC Acquiror LP ("VCOC Acquiror") in exchange for approximately $98.8 million and the assumption of approximately $50.3 million of debt. |
| 3. These Class A shares are owned directly by Secondary Acquiror. |
| 4. These Class A shares are owned directly by Secondary Acquiror 2. |
| 5. These Class B shares and TE units are owned directly by ECI Acquiror. |
| 6. These Class B shares and TE units are owned directly by VCOC Acquiror. |
| 7. These Class A shares are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror" together with Secondary Acquiror, Secondary Acquiror 2, ECI Acquiror, Non-ECI Acquiror and VCOC 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. 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. |
| 12. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. |
| Remarks: |
| PRAIRIE ECI ACQUIROR LP, By: BIA Holdings Manager L.L.C., its general partner, By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director | 10/03/2019 | |
| 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 | 10/03/2019 | |
| 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 | 10/03/2019 | |
| BIA GP L.P., By: BIA GP L.L.C., its general partner, By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director | 10/03/2019 | |
| BIA GP L.L.C., By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director | 10/03/2019 | |
| ** 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. | ||
