0001209191-18-008738.txt : 20180209 0001209191-18-008738.hdr.sgml : 20180209 20180209131623 ACCESSION NUMBER: 0001209191-18-008738 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180207 FILED AS OF DATE: 20180209 DATE AS OF CHANGE: 20180209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BYNUM FRANK K CENTRAL INDEX KEY: 0001034435 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 18590248 MAIL ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDBERG MICHAEL B CENTRAL INDEX KEY: 0001034434 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 18590250 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATELICH GEORGE E CENTRAL INDEX KEY: 0001034432 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 18590251 MAIL ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NICKELL FRANK T CENTRAL INDEX KEY: 0001034431 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 18590253 MAIL ADDRESS: STREET 1: C/O KELSO CO STREET 2: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WALL THOMAS R IV CENTRAL INDEX KEY: 0001034433 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 18590252 MAIL ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WAHRHAFTIG DAVID I CENTRAL INDEX KEY: 0001055858 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 18590249 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIA VIII (Rubicon) GP, L.P. CENTRAL INDEX KEY: 0001641150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 18590256 BUSINESS ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-751-3939 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KEP VI AIV (Rubicon), LLC CENTRAL INDEX KEY: 0001641210 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 18590254 BUSINESS ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-751-3939 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kelso GP VIII, LLC CENTRAL INDEX KEY: 0001421180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 18590257 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-751-3939 MAIL ADDRESS: STREET 1: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIA VIII (Rubicon), L.P. CENTRAL INDEX KEY: 0001641148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 18590255 BUSINESS ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-751-3939 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tallgrass Energy GP, LP CENTRAL INDEX KEY: 0001633651 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4200 W. 115TH STREET, SUITE 350 CITY: LEAWOOD STATE: KS ZIP: 66211 BUSINESS PHONE: 913-928-6060 MAIL ADDRESS: STREET 1: 4200 W. 115TH STREET, SUITE 350 CITY: LEAWOOD STATE: KS ZIP: 66211 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-02-07 0 0001633651 Tallgrass Energy GP, LP TEGP 0001421180 Kelso GP VIII, LLC C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001641150 KIA VIII (Rubicon) GP, L.P. C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001641148 KIA VIII (Rubicon), L.P. C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001641210 KEP VI AIV (Rubicon), LLC C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001034431 NICKELL FRANK T C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001034433 WALL THOMAS R IV C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001034432 MATELICH GEORGE E C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001034434 GOLDBERG MICHAEL B C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001055858 WAHRHAFTIG DAVID I C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001034435 BYNUM FRANK K C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 Class B shares 2018-02-07 4 J 0 11646401 A 46727603 I By partnership Units in Tallgrass Equity, LLC 2018-02-07 4 J 0 11646401 A Class A shares 11646401 46727603 I By partnership Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Partnership Agreement"), KIA VIII (Rubicon), L.P. ("KIA VIII") and KEP VI AIV (Rubicon), LLC ("KEP VI AIV") each have the right, at any time following the expiration of a lock-up period and from time to time, to immediately exchange (the "Exchange Right") Class B shares of the Issuer (the "Class B shares") and a corresponding number of Units of limited liability company interest in Tallgrass Equity, LLC ("Tallgrass Equity", and such Units, the "Units", and each Class B share and Unit so exchanged, together, an "Exchange Unit") for a like number of Class A shares of the Issuer (the "Class A shares"), not to exceed, in the aggregate, the total number of Exchange Units held by KIA VIII or KEP VI AIV, as applicable. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. On February 7, 2018, the Issuer, Tallgrass Development, LP, a Delaware limited partnership ("Development"), Tallgrass Equity, Tallgrass Development Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of TE ("Merger Sub"), and, for certain limited purposes, Tallgrass Energy Holdings, LLC, a Delaware limited liability company ("Holdings") entered into a definitive Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Development merged with and into Merger Sub, with Merger Sub remaining as the surviving company (the "Merger"), in exchange for (i) 27,554,785 Units, and (ii) 27,554,785 Class B Shares (such Units and Class B Shares, together, the "Merger Consideration"). The Merger Consideration was paid to the limited partners of Development upon the closing of the Merger. Pursuant to the terms of the Merger Agreement, Merger Consideration of 9,919,280 Units and Class B Shares were issued to KIA VIII and 1,727,121 Units and Class B Shares were issued to KEP VI AIV, in their respective capacities as limited partners of Development. Consists of 39,798,058 Class B shares owned of record by KIA VIII and 6,929,545 Class B shares owned of record by KEP VI AIV following the transactions reported in this line of this Form 4. Kelso GP VIII, LLC ("GP VIII, LLC") is the general partner of KIA VIII (Rubicon) GP, L.P. ("GP VIII, L.P." and, together with GP VIII, LLC, the "Kelso GPs"). GP VIII, L.P. is the general partner of KIA VIII. GP VIII, LLC and GP VIII, L.P. could be deemed to share beneficial ownership of securities owned of record or deemed to be beneficially owned by KIA VIII. GP VIII, LLC and GP VIII, L.P. each disclaim beneficial ownership of all of the securities reported herein except to the extent of its respective pecuniary interest, if any, therein, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. KIA VIII and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the other's securities. KIA VIII and KEP VI AIV each disclaim beneficial ownership of all of the securities deemed to be beneficially owned by the other and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The Kelso GPs and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the other's securities. The Kelso GPs and KEP VI AIV each disclaim beneficial ownership of all of the securities owned of record or deemed to be beneficially owned by the other or owned of record by KIA VIII and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim, Henry Mannix, III, Mathew S. Edgerton, and Stephen C. Dutton (the "Kelso Individuals") could be deemed to share beneficial ownership of securities owned of record by KIA VIII and KEP VI AIV or deemed to be beneficially owned by GP VIII, LLC or GP VIII, L.P., by virtue of their status as managing members of KEP VI AIV and of GP VIII, LLC. The Kelso Individuals each disclaim beneficial ownership of such securities, and this report shall not be deemed to be an admission that any of the Kelso Individuals is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The Units, collectively with the Class B shares, constitute the derivative securities described herein. Consists of 39,798,058 Units owned of record by KIA VIII and 6,929,545 Units owned of record by KEP VI AIV following the transactions reported in this line of this Form 4. Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of three filed today reporting on the same securities by the following joint filers: Kelso GP VIII, LLC; KIA VIII (Rubicon) GP, L.P.; KIA VIII (Rubicon), L.P.; KEP VI AIV (Rubicon), LLC; Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim, Henry Mannix, III, Matthew S. Edgerton and Stephen C. Dutton. Kelso GP VIII, LLC, By: /s/ Rosanna T. Leone, Attorney-in-Fact 2018-02-09 KIA VIII (Rubicon) GP, L.P., By: Kelso GP VIII, LLC, its General Partner; By: /s/ Rosanna T. Leone, Attorney-in-Fact 2018-02-09 KIA VIII (Rubicon), L.P., By: KIA VIII (Rubicon) GP, L.P., its General Partner; By: Kelso GP VIII, LLC, its General Partner; By: /s/ Rosanna T. Leone, Attorney-in-Fact 2018-02-09 KEP VI AIV (Rubicon), LLC, By: /s/ Rosanna T. Leone, Attorney-in-Fact 2018-02-09 By: /s/ Rosanna T. Leone, Attorney-in-Fact for Frank T. Nickell 2018-02-09 By: /s/ Rosanna T. Leone, Attorney-in-Fact for Thomas R. Wall, IV 2018-02-09 By: /s/ Rosanna T. Leone, Attorney-in-Fact for George E. Matelich 2018-02-09 By: /s/ Rosanna T. Leone, Attorney-in-Fact for Michael B. Goldberg 2018-02-09 By: /s/ Rosanna T. Leone, Attorney-in-Fact for David I. Wahrhaftig 2018-02-09 By: /s/ Rosanna T. Leone, Attorney-in-Fact for Frank K. Bynum, Jr. 2018-02-09