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Filing Details

Accession Number:: 0000899243-19-007605
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-03-13 19:02:58
Reporting Period:: 2019-03-11

Accepted Time:: 2019-03-13 19:02:58
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
1186173	T John Raymond	4200 W. 115Th Street, Suite 350 Leawood KS 66211		Yes	No	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	21,751,018	$0.00	24,635,214	No	4	J	Indirect	See footnotes
Class A Shares	Acquisiton	2019-03-11	21,751,018	$0.00	21,751,018	No	4	J	Indirect	See footnotes
Class B Shares	Disposition	2019-03-11	24,635,214	$0.00	0	No	4	S	Indirect	See footnotes
Class A Shares	Disposition	2019-03-11	21,751,018	$22.43	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	J	Indirect	See footnotes
No	4	S	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	21,751,018	$0.00	21,751,018	$0.00
Class A Shares	Units in Tallgrass Equity, LLC	Disposition	2019-03-11	24,635,214	$0.00	24,635,214	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
24,635,214			No	4	J	Indirect
0			No	4	S	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Shares	447,051	Direct

Footnotes

The Class B shares of the Issuer ("Class B Shares") and Units representing limited liability company interests ("Units") in Tallgrass Equity, LLC ("Tallgrass Equity") reported herein were exchanged by Tallgrass Holdings, LLC, a Delaware limited liability company ("Tallgrass Holdings"), upon the exercise of its right to exchange (the "Exchange Right") its Class B Shares and an equivalent number of Units for a like number of Class A shares of the Issuer ("Class A Shares") pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Issuer, dated July 2, 2018 (the "Issuer Limited Partnership Agreement"), and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, dated May 12, 2015 (the "Tallgrass Equity LLC Agreement").
(Continued from Footnote 1) This exchange was made 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 Holdings 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"), Prairie Non-ECI Acquiror LP, a Delaware limited partnership ("Class A Acquiror"), and the other Purchasers named therein, and the Seller Representatives named therein, as amended.
On March 11, 2019, following the exchange described in footnotes 1 and 2, pursuant to the Purchase Agreement and among the other transactions consummated pursuant thereto, Tallgrass Holdings (i) sold to Up-C Acquirors all of the Units and Class B Shares (one Unit and one Class B Share, together, an "Up-C Interest") then owned by Tallgrass Holdings at a price per Up-C Interest of $22.43 and (ii) sold to Class A Acquiror all of the Class A Shares then owned by Tallgrass Holdings at a price per Class A Share of $22.43.
Prior to the transactions described in footnotes 1, 2 and 3, the Reporting Person held an indirect ownership interest in the Issuer through his ownership in Tallgrass Holdings. Further, the Reporting Person is the sole member of the general partner of the manager of Tallgrass Holdings, and therefore, prior to such transactions, he may have been deemed to be the beneficial owner of all of the Class B Shares and Units reported herein. Additionally, following the exchange described in footnotes 1 and 2 and prior to the transactions described in footnote 3, in such capacity, the Reporting Person may have been deemed to be the beneficial owner of all of the Class A Shares acquired by Tallgrass Holdings pursuant to the Exchange.
Prior to the transactions described in footnotes 1, 2 and 3, pursuant to the Issuer Limited Partnership Agreement and the Tallgrass Equity LLC Agreement, Tallgrass Holdings had the right, from time to time, at Tallgrass Holdings' sole election, to immediately exchange its Class B Shares and an equivalent number of Units for a like number of Class A Shares. As a result, all Class B Shares and Units owned by Tallgrass Holdings, whether or not exchanged, may have been deemed to constitute Class A Shares beneficially owned by Tallgrass Holdings because Tallgrass Holdings had the right to acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass Holdings' sole election.
The sale by Tallgrass Holdings of Class A Shares described in footnote 3 may be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of 12,051 Class A Shares, with the Reporting Person's purchases on November 1, 2018 of 12,051 Class A Shares in multiple transactions at prices ranging from $21.21 to $21.25, at a weighted average price of $21.22. The Reporting Person has agreed to pay to the Issuer $13,976.15, representing the full amount of the theoretical profit realized in connection with the short-swing transaction, less transaction costs.
The Units, collectively with the Class B Shares, constitute derivative securities as described herein.