Filing Details

Accession Number:
0000899243-19-010534
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-04-11 19:59:51
Reporting Period:
2019-04-09
Accepted Time:
2019-04-11 19:59:51
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1633651 Tallgrass Energy Lp TGE Natural Gas Transmission (4922) 000000000
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1770187 Enagas Internacional, S.l.u. Paseo De Los Olmos, 19
Madrid 28005
No No Yes No
1770189 Enagas Holding Usa, S.l.u. Paseo De Los Olmos, 19
Madrid U3 28005
No No Yes No
1770190 Enagas U.s.a. Llc Paseo De Los Olmos, 19
Madrid U3 28005
No No Yes No
1770347 Enagas, S.a. Paseo De Los Olmos, 19
Madrid U3 28005
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Shares Acquisiton 2019-04-09 18,835 $24.48 261,197 No 4 P Indirect See Footnotes
Class A Shares Acquisiton 2019-04-09 27,466 $24.48 380,879 No 4 P Indirect See Footnotes
Class A Shares Acquisiton 2019-04-10 2,608 $24.49 263,805 No 4 P Indirect See Footnotes
Class A Shares Acquisiton 2019-04-10 3,802 $24.49 384,681 No 4 P Indirect See Footnotes
Class A Shares Acquisiton 2019-04-11 10,912 $24.50 274,717 No 4 P Indirect See Footnotes
Class A Shares Acquisiton 2019-04-11 15,911 $24.50 400,592 No 4 P Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See Footnotes
No 4 P Indirect See Footnotes
No 4 P Indirect See Footnotes
No 4 P Indirect See Footnotes
No 4 P Indirect See Footnotes
No 4 P Indirect See Footnotes
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Shares 21,751,018 Indirect See Footnotes
Footnotes
  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. These Class A shares are owned directly by Prairie Secondary Acquiror LP ("Secondary Acquiror 1").
  3. These Class A shares are owned directly by Prairie Secondary Acquiror E LP ("Secondary Acquiror 2").
  4. These Class A shares are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror").
  5. 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).
  6. 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.
  7. 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.
  8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $24.41 to $24.50. The reporting persons undertake to provide Tallgrass Energy, LP (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnotes 8 through 10 to this Form 4.
  9. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $24.46 to $24.50.
  10. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $24.47 to $24.50.