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) 07/30/2019 | ||||||||||||||||||||||||||
| 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 | 07/30/2019 | C(1)(2) | 66,931 | A | (2) | 1,127,935 | I | See Footnotes(3)(7)(9)(10) | ||
| Class B Shares | 07/30/2019 | C(1)(2) | 4,308,696 | A | (2) | 100,655,121 | I | See Footnotes(4)(7)(9)(10) | ||
| Class A Shares | 21,751,018 | I | See Footnotes(5)(7)(9)(10) | |||||||
| Class A Shares | 773,510 | I | See Footnotes(6)(7)(9)(10) | |||||||
| 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 | (8) | 07/30/2019 | C(1)(2) | 4,308,696 | (8) | (8) | Class A Shares | 4,308,696 | (1)(2) | 100,655,121 | I | See Footnotes(4)(7)(9)(10) | |||
| Obligation to Acquire | (1)(2) | 07/30/2019 | C(1)(2) | 1(1) | (1)(2) | (1)(2) | Class A shares, Class B shares and TE units | (1) | (1)(2) | 0 | I | See Footnotes(1)(2)(7)(9)(10) | |||
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. Pursuant to the the Equityholders Agreement dated as of March 11, 2019 (the "Equityholders Agreement"), affiliates of Enagas were required to acquire, promptly after the Committee on Foreign Investments in the United States approved Enagas making further investments in Tallgrass Energy, LP ("TGE") securities, BIA GP L.P.'s ("BIA GP"), 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 Equityholders 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 Enagas acquired (i) equity interests in affiliates of BIA GP representing BIA GP'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 (ii) BIA GP'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, which is not guaranteed by Enagas, S.A. or its affiliates. There was no change in the aggregate number of securities 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 by Secondary Acquiror 2. |
| 4. Includes 98,353,838 Class B Shares and an equal number TE Units owned directly by ECI Acquiror; and 2,301,283 Class B Shares and an equal number of TE units owned directly by VCOC Acquiror. |
| 5. These Class A shares are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror"). |
| 6. These Class A shares are owned directly by Prairie Secondary Acquiror LP ("Secondary Acquiror 1"). |
| 7. 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 voting 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). |
| 8. 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. |
| 9. 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. |
| 10. 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/ Marcelino Oreja Arburua, Name: Marcelino Oreja Arburua, Title: Authorized Representative | 07/30/2019 | |
| Enagas International, S.L.U., By: /s/ Marcelino Oreja Arburua, Name: Marcelino Oreja Arburua, Title: Authorized Representative | 07/30/2019 | |
| Enagas Holding USA, S.L.U., By: /s/ Marcelino Oreja Arburua , Name: Marcelino Oreja Arburua, Title: Authorized Representative | 07/30/2019 | |
| Enagas U.S.A. LLC, By: /s/ Marcelino Oreja Arburua, Name: Marcelino Oreja Arburua, Title: Authorized Representative | 07/30/2019 | |
| ** 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. | ||