0001144204-16-136537.txt : 20161125
0001144204-16-136537.hdr.sgml : 20161124
20161125140442
ACCESSION NUMBER: 0001144204-16-136537
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161122
FILED AS OF DATE: 20161125
DATE AS OF CHANGE: 20161125
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: Tallgrass Holdings, LLC
CENTRAL INDEX KEY: 0001556538
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 162018173
BUSINESS ADDRESS:
STREET 1: 811 MAIN STREET
STREET 2: SUITE 4200
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 713.579.5005
MAIL ADDRESS:
STREET 1: 811 MAIN STREET
STREET 2: SUITE 4200
CITY: HOUSTON
STATE: TX
ZIP: 77002
4
1
v453738_4.xml
OWNERSHIP DOCUMENT
X0306
4
2016-11-22
0
0001633651
Tallgrass Energy GP, LP
TEGP
0001556538
Tallgrass Holdings, LLC
811 MAIN STREET, SUITE 4200
HOUSTON
TX
77002
0
0
1
0
Class B shares
2016-11-22
4
J
0
5175000
0.00
D
35889165
D
Class A shares
2016-11-22
4
J
0
5175000
0.00
A
5175000
D
Class A shares
2016-11-22
4
S
0
5175000
22.00
D
0
D
Units of Tallgrass Equity, LLC
2016-11-22
4
J
0
5175000
0.00
D
Class A shares
5175000
35889165
D
Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Partnership Agreement") and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, LLC ("Tallgrass Equity") dated May 12, 2015 (the "Tallgrass Equity LLC Agreement"), Tallgrass Holdings has the right from time to time, at Tallgrass Holdings' sole election, to immediately exchange (the "Exchange Right") its Class B shares representing limited partner interests of the Issuer (the "Class B Shares") and a corresponding number of Units of limited liability company interest (the "Units") in Tallgrass Equity for a like number of Class A shares representing limited partner interests of the Issuer (the "Class A Shares"), subject to certain thresholds regarding the number of Class B Shares and Units to be exchanged.
(continued from footnote 1) As a result, all Class B Shares and Units owned by Tallgrass Holdings, whether or not exchanged as of the date hereof, may be deemed to constitute Class A Shares beneficially owned by Tallgrass Holdings because Tallgrass Holdings may acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass Holdings' sole election.
5,175,000 Class B Shares and a corresponding number of Units reported herein were exchanged by Tallgrass Holdings for 5,175,000 Class A Shares. This exchange was made pursuant to Tallgrass Holdings' Exchange Right and in accordance with the Partnership Agreement and Tallgrass Equity LLC Agreement.
Tallgrass Holdings, LLC, By: EMG Fund II Management, LP, its manager, By: EMG Fund II Management, LLC, its general partner, /s/ John T. Raymond, By: John T. Raymond, Chief Executive Officer
2016-11-25