Enagas Holding USA, S.L.U. Form 4 Tallgrass Energy / Internacional, S.L.U. Enagas 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^*

Enagas U.S.A. LLC

(Last) (First) (Middle)

PASEO DE LOS OLMOS, 19

(Street)

MADRID U3 28005

(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)
03/27/2019

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)
			Code	V	Amount	(A) or (D)	Price
Class A Shares	03/27/2019		P(1)		125,698	A	$23.76	242,362(2)	I	See Footnotes(3)(6)(7)(8)
Class A Shares	03/27/2019		P(1)		183,294	A	$23.76	353,413(2)	I	See Footnotes(4)(6)(7)(8)
Class A Shares								21,751,018	I	See Footnotes(5)(6)(7)(8)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Enagas U.S.A. LLC

(Last) (First) (Middle)

PASEO DE LOS OLMOS, 19

(Street)

MADRID U3 28005

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Enagas, S.A.

(Last) (First) (Middle)

PASEO DE LOS OLMOS, 19

(Street)

MADRID U3 28005

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Enagas Holding USA, S.L.U.

(Last) (First) (Middle)

PASEO DE LOS OLMOS, 19

(Street)

MADRID U3 28005

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Enagas Internacional, S.L.U.

(Last) (First) (Middle)

PASEO DE LOS OLMOS, 19

(Street)

MADRID 28005

(City) (State) (Zip)

Explanation of Responses:

1. The Class A shares representing limited partner interests ("Class A shares") of Tallgrass Energy, LP ("TGE") acquired by the Reporting Persons were issuable by TGE to certain members of TGE management in connection with the accelerated vesting of incentive awards held by such persons upon the closing of the transactions contemplated by the Purchase Agreement, dated January 30, 2019, by and among Tallgrass Energy Holdings, LLC, Tallgrass Holdings, LLC, certain affiliates of the Reporting Persons, and other parties thereto. The Reporting Persons agreed to acquire these Class A Shares to provide the selling management members with liquidity consistent with what would have been provided if the incentive awards had been settled in cash.

2. The Forms 4 filed by the Reporting Persons on March 21, 2019 and March 27, 2019 misstated the number of Class A shares owned following the transactions reported therein. The Class A share numbers reported herein have been corrected.

3. These Class A shares are owned directly by Prairie Secondary Acquiror LP ("Secondary Acquiror 1").

4. These Class A shares are owned directly by Prairie Secondary Acquiror E LP ("Secondary Acquiror 2").

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

6. BIP Holdings Manager L.L.C. ("Holdings Manager") is the general partner of each of Secondary Acquiror 1, Secondary Acquiror 2 and Non-ECI Acquiror (the "Acquiror LPs"). Pursuant to the Equityholders Agreement dated as of March 11, 2019 (the "Equityholders Agreement"), the consent of Enagas Holding USA, S.L.U. ("Enagas Holding") and Enagas U.S.A. LLC ("Enagas USA") are required in certain circumstances for Holdings Manager to direct the avoting and disposition of the securities held by the Acquiror LPs. Enagas, S.A. ("Enagas") is the sole shareholder of Enagas Internacional, S.L.U., which is the sole shareholder of Enagas Holding, which is the sole member of Enagas USA. Enagas is a publicly traded corporation with shares listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges (Spain).

7. 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.

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.

Remarks:

	Enagas, S.A., By: /s/ Luis Ros Arnal, Name: Luis Ros Arnal, Title: Authorized Representative	03/29/2019
	Enagas International, S.L.U., By: /s/ Luis Ros Arnal, Name: Luis Ros Arnal, Title: Authorized Representative	03/29/2019
	Enagas Holding USA, S.L.U., By: /s/ Luis Ros Arnal, Name: Luis Ros Arnal, Title: Authorized Representative	03/29/2019
	Enagas U.S.A. LLC, By: /s/ Luis Ros Arnal, Name: Luis Ros Arnal, Title: Authorized Representative	03/29/2019
	** Signature of Reporting Person	Date
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