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Filing Details

Accession Number:: 0000899243-19-007597
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-03-13 18:58:34
Reporting Period:: 2019-03-11

Accepted Time:: 2019-03-13 18:58:34
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1633651	Tallgrass Energy Lp	TGE	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1264556	Jr G David Dehaemers	4200 W. 115Th Street, Suite 350 Leawood KS 66211	See Remarks	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Shares	Disposition	2019-03-11	1,481,754	$0.00	28,216,109	No	4	J	Indirect	See Footnotes
Class B Shares	Disposition	2019-03-11	28,216,109	$0.00	0	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Shares	Units in Tallgrass Equity, LLC	Disposition	2019-03-11	1,481,754	$0.00	1,481,754	$0.00
Class A Shares	Units in Tallgrass Equity, LLC	Disposition	2019-03-11	28,216,109	$0.00	28,216,109	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
28,216,109			No	4	J	Indirect
0			No	4	S	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Shares	1,806,319	Indirect	See Footnotes

Footnotes

On March 11, 2019, Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), redeemed from certain of its members an aggregate of 1,481,754 TEGP Tracking Units in Tallgrass KC ("TEGP Tracking Units") in exchange for a distribution to such redeeming members of an aggregate of 1,481,754 Units representing limited liability company interests ("Units") in Tallgrass Equity, LLC ("Tallgrass Equity") and a corresponding number of Class B shares of the Issuer ("Class B Shares") underlying such TEGP Tracking Units.
(Continued from Footnote 1) Such redemptions occurred as part of the transactions contemplated by that certain Purchase Agreement (as amended, the "Purchase Agreement"), dated January 30, 2019, by and among Tallgrass Energy Holdings, LLC, a Delaware limited liability company, Tallgrass KC, the David G. Dehaemers, Jr. Revocable Trust, dated April 26, 2006 (the "Dehaemers Revocable Trust"), and the other Sellers named therein, Prairie ECI Acquiror LP, a Delaware limited partnership ("Up-C Acquiror 1"), Prairie VCOC Acquiror LP, a Delaware limited partnership ("Up-C Acquiror 2" and together with Up-C Acquiror 1, "Up-C Acquirors"), and the other Purchasers named therein, and the Seller Representatives named therein, as amended.
On March 11, 2019, following the redemptions described in footnotes 1 and 2, pursuant to the Purchase Agreement and among the other transactions consummated pursuant thereto, (i) the Dehaemers Revocable Trust sold to Up-C Acquirors 281,171 Units and a corresponding number of Class B Shares and (ii) Tallgrass KC sold to Up-C Acquirors 27,934,938 Units, and a corresponding number of Class B Shares. The Units and Class B Shares (one Unit and one Class B Share, together, an "Up-C Interest") reported herein were sold by the Deheamers Revocable Trust and Tallgrass KC at a price per Up-C Interest of $22.43.
The sale by the Dehaemers Revocable Trust of Up-C Interests described in footnote 3 may be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of 51,777 Class A Shares, with the Reporting Person's purchases (i) on September 24, 2018 of 15,000 Class A Shares in multiple transactions at prices ranging from $22.20 to $22.23, at a weighted average price of $22.21, (ii) on November 1, 2018 of 16,777 Class A Shares in multiple transactions at prices ranging from $21.20 to $21.30, at a weighted average price of $21.24, and (iii) on November 28, 2018 of 20,000 Class A Shares in multiple transactions at prices ranging from $20.49 to $20.55, at a weighted average price of $20.52. The Reporting Person has agreed to pay to the Issuer $61,252.06, representing the full amount of the theoretical profit realized in connection with the short-swing transaction, less transaction costs.
Prior to the transactions described in footnote 3, the Reporting Person indirectly owned 281,171 Units and Class B Shares referred to herein through the Dehaemers Revocable Trust, for which the Reporting Person serves as Trustee. Beneficial ownership of the remaining Units and Class B Shares referred to herein was held of record by Tallgrass KC and is being reported hereunder solely because the Reporting Person may have been deemed to beneficially own such securities as a result of his status as the sole manager of Tallgrass KC.
Prior to the redemptions described in footnotes 1 and 2 and the transactions described in footnote 3, pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Issuer dated July 2, 2018 and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity dated May 12, 2015, Tallgrass KC and the Dehaemers Revocable Trust each had the right, from time to time, at their sole election, to immediately exchange their Class B Shares and an equivalent number of Units for a like number of Class A Shares. As a result, the Reporting Person may have been deemed to beneficially own the Class A Shares receivable upon exercise by Tallgrass KC or the Dehaemers Revocable Trust as a result of their respective exchange rights.
The Reporting Person indirectly owns the Class A Shares reported herein through the Dehaemers Revocable Trust, for which the Reporting Person serves as Trustee. The Reporting Person disclaims beneficial ownership of the Class A Shares reported herein except to the extent of his pecuniary interest therein.
The Units, collectively with the Class B Shares, constitute derivative securities as described herein.