0001209191-15-042347.txt : 20150513 0001209191-15-042347.hdr.sgml : 20150513 20150513165330 ACCESSION NUMBER: 0001209191-15-042347 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150512 FILED AS OF DATE: 20150513 DATE AS OF CHANGE: 20150513 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OSBORNE STANLEY DE J CENTRAL INDEX KEY: 0001403550 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15859068 MAIL ADDRESS: STREET 1: C/O KELSO AND COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Loverro Frank J CENTRAL INDEX KEY: 0001300363 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15859069 MAIL ADDRESS: STREET 1: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Matlin Howard A. CENTRAL INDEX KEY: 0001570938 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15859072 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Alexander Anna Lynn CENTRAL INDEX KEY: 0001574735 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15859073 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Moore Church M CENTRAL INDEX KEY: 0001421668 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15859075 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Connors James J II CENTRAL INDEX KEY: 0001323752 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15859076 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERNEY PHILIP E CENTRAL INDEX KEY: 0001079290 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15859077 MAIL ADDRESS: STREET 1: KELSO & COMPANY STREET 2: 320 PARK AVE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mannix Henry III CENTRAL INDEX KEY: 0001628154 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15859070 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Collins Christopher L CENTRAL INDEX KEY: 0001405474 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15859074 MAIL ADDRESS: STREET 1: C/O BUCKEYE GP HOLDINGS L.P. STREET 2: FIVE TEK PARK, 9999 HAMILTON BLVD. CITY: BREINIGSVILLE STATE: PA ZIP: 18031 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kim John K CENTRAL INDEX KEY: 0001600755 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15859071 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-05-12 0 0001633651 Tallgrass Energy GP, LP TEGP 0001079290 BERNEY PHILIP E C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001323752 Connors James J II C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001421668 Moore Church M C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001405474 Collins Christopher L C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001574735 Alexander Anna Lynn C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001570938 Matlin Howard A. C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001600755 Kim John K C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001628154 Mannix Henry III C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001300363 Loverro Frank J C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 1 0 1 0 0001403550 OSBORNE STANLEY DE J C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 1 0 1 0 Class B shares 2015-05-12 4 A 0 42421521 0.00 A 42421521 I By partnership Class B shares 2015-05-12 4 D 0 2281821 0.00 D 40139699 I By partnership Units in Tallgrass Equity, LLC 2015-05-12 4 J 0 42421521 A Class A shares 42421521 42421521 I By partnership Units in Tallgrass Equity, LLC 2015-05-12 4 J 0 2281821 27.6225 D Class A shares 2281821 40139699 I By partnership Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Partnership Agreement"), the existing limited partner interests in the Issuer that may be deemed to be beneficially owned by the Reporting Persons and owned of record by KIA VIII (Rubicon), L.P. ("KIA VIII") and KEP VI AIV (Rubicon), LLC ("KEP VI AIV") were converted into 42,421,521 Class B shares of the Issuer (the "Class B shares"), consisting of 36,130,552 Class B shares owned of record by KIA VIII and 6,290,969 Class B shares owned of record by KEP VI AIV. Pursuant to the Second Amended and Restated Limited Liability Company Agreement (the "Tallgrass Equity LLC Agreement") of Tallgrass Equity, LLC ("Tallgrass Equity") dated May 12, 2015, the existing limited liability company interests in Tallgrass Equity that may be deemed to be beneficially owned by the Reporting Persons and owned of record by KIA VIII and KEP VI AIV were converted into 42,421,521 Units of limited liability company interest in Tallgrass Equity (the "Units"), consisting of 36,130,552 Units owned of record by KIA VIII and 6,290,969 Units owned of record by KEP VI AIV. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will 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 and a corresponding number of Units (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. Consists of 36,130,552 Class B shares owned of record by KIA VIII and 6,290,969 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 and Henry Mannix, III (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. Pursuant to the Tallgrass Equity LLC Agreement executed in connection with the closing of the initial public offering of the Issuer on May 12, 2015, KIA VIII and KEP VI AIV agreed that if underwriters in the Issuer's initial public offering exercised the option granted to them in the underwriting agreement (the "Option"), the Issuer would issue additional Class A shares and use the proceeds thereof to purchase a corresponding number of Units from the existing holders thereof, including KIA VIII and KEP VI AIV. On May 12, 2015, (i) the underwriters and the Issuer closed on the Option, whereby the underwriters purchased an additional 6,225,000 Class A Shares, and (ii) the Issuer (a) purchased 1,943,435 Units from KIA VIII and 338,387 Units from KEP VI AIV (representing KIA VIII and KEP VI AIV's respective pro rata share of the Option based on KIA VIII and KEP VI AIV's respective ownership percentages of the outstanding Units) for $27.6225/Unit (representing the gross proceeds per Class A share issued in the initial public offering of the Issuer less the underwriting discount) and (b) redeemed, for no additional consideration, an equal aggregate number of Class B shares from KIA VIII and KEP VI AIV. Consists of 34,187,117 Class B shares owned of record by KIA VIII and 5,952,582 Class B shares owned of record by KEP VI AIV following the transactions reported in this line of this Form 4. The Units, collectively with the Class B shares, constitute the derivative securities described herein. Consists of 36,130,552 Units owned of record by KIA VIII and 6,290,969 Units owned of record by KEP VI AIV following the transactions reported in this line of this Form 4. Consists of 34,187,117 Units owned of record by KIA VIII and 5,952,582 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 two 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 and Henry Mannix, III. By: /s/ James J. Connors, II, Attorney in Fact for Philip E. Berney 2015-05-13 /s/ James J. Connors, II 2015-05-13 By: /s/ James J. Connors, II, Attorney-in-Fact for Church M. Moore 2015-05-13 By: /s/ James J. Connors, II, Attorney-in-Fact for Christopher L. Collins 2015-05-13 By: /s/ James J. Connors, II, Attorney-in-Fact for A. Lynn Alexander 2015-05-13 By: /s/ James J. Connors, II, Attorney-in-Fact for Howard A. Matlin 2015-05-13 By: /s/ James J. Connors, II, Attorney-in-Fact for John K. Kim 2015-05-13 By: /s/ James J. Connors, II, Attorney-in-Fact for Henry Mannix, III 2015-05-13 By: /s/ James J. Connors, II, Attorney-in-Fact for Frank J. Loverro 2015-05-13 By: /s/ James J. Connors, II, Attorney-in-Fact for Stanley de J. Osborne 2015-05-13