0000899243-18-016858.txt : 20180615
0000899243-18-016858.hdr.sgml : 20180615
20180615193618
ACCESSION NUMBER: 0000899243-18-016858
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180614
FILED AS OF DATE: 20180615
DATE AS OF CHANGE: 20180615
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DEHAEMERS DAVID G JR
CENTRAL INDEX KEY: 0001264556
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 18903431
MAIL ADDRESS:
STREET 1: 4200 WEST 115TH STREET, SUITE 350
CITY: LEAWOOD
STATE: KS
ZIP: 66211
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
2018-06-14
0
0001633651
Tallgrass Energy GP, LP
TEGP
0001264556
DEHAEMERS DAVID G JR
4200 W. 115TH STREET, SUITE 350
LEAWOOD
KS
66211
1
1
1
0
President and CEO
Class B Shares
2018-06-14
4
J
0
1403766
D
29697863
I
See footnotes
Class A Shares
608130
I
See footnotes
Units in Tallgrass Equity, LLC
2018-06-14
4
J
0
1403766
D
Class A Shares
1403766
29697863
I
See Footnotes
The Class B shares of the Issuer ("Class B Shares") and Units representing limited liability company interests (the "Units") in Tallgrass Equity, LLC ("Tallgrass Equity") reported herein were exchanged by Tallgrass KC, LLC, a Delaware private limited liability company ("Tallgrass KC") 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 First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (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 on behalf of a holder of TEGP Tracking Units ("TEGP Tracking Units") in Tallgrass KC (the "Exchanging Holder"), which is owned by certain members of the Issuer's management team. Pursuant to Tallgrass KC's limited liability company agreement, the Exchanging Holder had the right to exchange his TEGP Tracking Units for an equivalent number of Class A Shares. Upon Tallgrass KC's exercise of the Exchange Right on behalf of the Exchanging Holder, the Class A Shares were issued directly to the Exchanging Holder at the direction of Tallgrass KC. Tallgrass KC did not receive any cash proceeds in connection with such distribution, and no commissions or discounts were paid to Tallgrass KC.
Beneficial ownership of 29,416,692 Class B Shares of the Issuer and 29,416,692 Units in Tallgrass Equity referred to herein is held of record by Tallgrass KC and is being reported hereunder solely because the Reporting Person may be deemed to beneficially own such securities as a result of his status as the sole manager of Tallgrass KC. Beneficial ownership of the remaining 281,171 Class B Shares and 281,171 Units of Tallgrass Equity referred to herein is held of record by the David G. Dehaemers, Jr. Revocable Trust, dated April 26, 2006 (the "Dehaemers Revocable Trust") and is being reported hereunder solely because the Reporting Person may be deemed to beneficially own such securities as a result of his status as the Trustee of the Dehaemers Revocable Trust.
(Continued from Footnote 3) Pursuant to the Issuer Limited Partnership Agreement and the Tallgrass Equity LLC Agreement, Tallgrass KC and the Dehaemers Revocable Trust each have 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, subject to certain thresholds regarding the number of Class B Shares and Units to be exchanged. As a result, the Reporting Person may be 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, Class B Shares and Units reported herein except to the extent of his pecuniary interest therein.
The Units in Tallgrass Equity, collectively with the Class B Shares, constitute derivative securities as described herein.
/s/ Christopher R. Jones, Attorney-in-Fact
2018-06-15