0000899243-18-019017.txt : 20180702 0000899243-18-019017.hdr.sgml : 20180702 20180702200119 ACCESSION NUMBER: 0000899243-18-019017 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180628 FILED AS OF DATE: 20180702 DATE AS OF CHANGE: 20180702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tallgrass Energy Holdings, LLC CENTRAL INDEX KEY: 0001561924 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35917 FILM NUMBER: 18934481 BUSINESS ADDRESS: STREET 1: 6640 WEST 143RD STREET STREET 2: SUITE 200 CITY: OVERLAND PARK STATE: KS ZIP: 66223 BUSINESS PHONE: 913-928-6010 MAIL ADDRESS: STREET 1: 6640 WEST 143RD STREET STREET 2: SUITE 200 CITY: OVERLAND PARK STATE: KS ZIP: 66223 FORMER NAME: FORMER CONFORMED NAME: Tallgrass Development GP, LLC DATE OF NAME CHANGE: 20130430 FORMER NAME: FORMER CONFORMED NAME: Tallgrass GP, LLC DATE OF NAME CHANGE: 20121109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tallgrass Energy, LP CENTRAL INDEX KEY: 0001633651 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35917 FILM NUMBER: 18934482 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 NAME: FORMER CONFORMED NAME: Tallgrass Energy GP, LP DATE OF NAME CHANGE: 20150211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TEGP Management, LLC CENTRAL INDEX KEY: 0001633653 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35917 FILM NUMBER: 18934483 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 Equity, LLC CENTRAL INDEX KEY: 0001575565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35917 FILM NUMBER: 18934484 BUSINESS ADDRESS: STREET 1: 6640 WEST 143RD STREET, SUITE 200 CITY: OVERLAND PARK STATE: KS ZIP: 66223 BUSINESS PHONE: 9139286060 MAIL ADDRESS: STREET 1: 6640 WEST 143RD STREET, SUITE 200 CITY: OVERLAND PARK STATE: KS ZIP: 66223 FORMER NAME: FORMER CONFORMED NAME: Tallgrass GP Holdings, LLC DATE OF NAME CHANGE: 20130429 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tallgrass Energy Partners, LP CENTRAL INDEX KEY: 0001569134 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 461972941 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 2018-06-28 0 0001569134 Tallgrass Energy Partners, LP TEP 0001561924 Tallgrass Energy Holdings, LLC 4200 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 0 0 1 0 0001633651 Tallgrass Energy, LP 4200 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 0 0 1 0 0001633653 TEGP Management, LLC 4200 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 0 0 1 0 0001575565 Tallgrass Equity, LLC 4200 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 0 0 1 0 Common units representing limited partner interests 2018-06-28 4 P 0 25645 44.5314 A 25644863 I See Footnote Tallgrass Equity Investments, LLC, a Delaware limited liability company ("Tallgrass Equity Investments"), acquired the common units representing limited partner interests ("Common Units") in the Issuer reported herein pursuant to the Purchase and Sale Agreement, dated as of June 28, 2018, by and among the Issuer and Tallgrass Equity Investments, and the Agreement and Plan of Merger, dated as of March 26, 2018 (the "Merger Agreement"), by and among the Issuer, Tallgrass Equity, LLC, a Delaware limited liability company ("Tallgrass Equity"), Tallgrass Energy, LP, a Delaware limited partnership formerly known as Tallgrass Energy GP, LP ("TGE"), Razor Merger Sub, LLC, a Delaware limited liability company ("Merger Sub"), and Tallgrass MLP GP, LLC, a Delaware limited liability company, (Continued from Footnote 1) in connection with the merger of Merger Sub with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Tallgrass Equity and Tallgrass Equity Investments, pursuant to the Merger Agreement. This Form 4 is being filed jointly by Tallgrass Energy Holdings, LLC, a Delaware limited liability company ("TEH"), TGE, Tallgrass Energy GP, LLC, a Delaware limited liability company formerly known as TEGP Management, LLC ("TGE GP"), and Tallgrass Equity. TEH owns a 100% membership interest in TGE GP, which is the general partner of TGE. TGE is the managing member of Tallgrass Equity. Tallgrass Equity owns a 100% membership interest in Tallgrass Equity Investments. TEH, TGE, TGE GP and Tallgrass Equity may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Equity Investments. Each of TEH, TGE, TGE GP and Tallgrass Equity disclaims beneficial ownership of the securities of the Issuer held by Tallgrass Equity Investments except to the extent of its respective pecuniary interest therein. Tallgrass Energy Holdings, LLC, /s/ Christopher R. Jones, Executive Vice President, General Counsel and Secretary 2018-07-02 Tallgrass Energy, LP, By: Tallgrass Energy GP, LLC, its general partner, /s/ Christopher R. Jones, Executive Vice President, General Counsel and Secretary 2018-07-02 Tallgrass Energy GP, LLC, /s/ Christopher R. Jones, Executive Vice President, General Counsel and Secretary 2018-07-02 Tallgrass Equity, LLC, /s/ Christopher R. Jones, Executive Vice President, General Counsel and Secretary 2018-07-02