0001264556-18-000007.txt : 20180924 0001264556-18-000007.hdr.sgml : 20180924 20180924171733 ACCESSION NUMBER: 0001264556-18-000007 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180924 FILED AS OF DATE: 20180924 DATE AS OF CHANGE: 20180924 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: 181084187 MAIL ADDRESS: STREET 1: 4200 WEST 115TH STREET, SUITE 350 CITY: LEAWOOD STATE: KS ZIP: 66211 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tallgrass Energy, 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 FORMER COMPANY: FORMER CONFORMED NAME: Tallgrass Energy GP, LP DATE OF NAME CHANGE: 20150211 4 1 wf-form4_153782383710610.xml FORM 4 X0306 4 2018-09-24 0 0001633651 Tallgrass Energy, LP TGE 0001264556 DEHAEMERS DAVID G JR 4200 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 1 1 1 0 President and CEO Class A Shares 2018-09-24 4 P 0 15000 22.21 A 1769542 I See Footnote Class B shares 29697863 I See Footnotes Units in Tallgrass Equity, LLC Class A Shares 29697863.0 29697863 I See Footnotes The price reported in Column 4 is a weighted average price. The Class A shares were purchased in multiple transactions at prices ranging from $22.20 to $22.23. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Class A shares purchased at each separate price within the range set forth in this footnote. The Reporting Person indirectly owns the Class A Shares reported herein through the David G. Dehaemers, Jr. Revocable Trust, dated April 26, 2006 (the "Dehaemers Revocable Trust"), for which the reporting person serves as Trustee. The Reporting Person disclaims beneficial ownership of the Class A Shares reported herein except to the extent of his pecuniary interest therein. Beneficial ownership of 29,416,692 Class B Shares of the Issuer ("Class B Shares") and 29,416,692 Units representing limited liability company interests (the "Units") in Tallgrass Equity, LLC ("Tallgrass Equity") referred to herein is held of record by Tallgrass KC, LLC, a private Delaware limited liability company ("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 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. Pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Issuer dated July 1, 2018 and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity dated May 12, 2015, 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 disclaims beneficial ownership of the securities held by Tallgrass KC and the Dehaemers Revocable Trust, 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 2018-09-24