0000899243-18-019355.txt : 20180703 0000899243-18-019355.hdr.sgml : 20180703 20180703200657 ACCESSION NUMBER: 0000899243-18-019355 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180630 FILED AS OF DATE: 20180703 DATE AS OF CHANGE: 20180703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brauchle Gary J CENTRAL INDEX KEY: 0001575558 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 18939225 MAIL ADDRESS: STREET 1: 6640 WEST 143RD STREET, SUITE 200 CITY: OVERLAND PARK STATE: KS ZIP: 66223 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 doc4.xml FORM 4 SUBMISSION X0306 4 2018-06-30 0 0001633651 Tallgrass Energy, LP TGE 0001575558 Brauchle Gary J 4200 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 0 1 0 0 See Remarks Class A Shares 2018-06-30 4 J 0 13400 A 13400 D Class A Shares 2018-06-30 4 J 0 124226.41 A 145176.41 I See Footnote TEGP Tracking Units in Tallgrass KC, LLC Class A Shares 2183636 2183636 I See Footnote The Reporting Person acquired beneficial ownership of 137,626.41 Class A Shares of the Issuer ("Class A Shares") as consideration in the merger (the "Merger") of Razor Merger Sub, LLC, a Delaware limited liability company ("Merger Sub"), with and into Tallgrass Energy Partners, LP, a Delaware limited partnership ("TEP"), with TEP surviving the merger as a wholly-owned subsidiary of Tallgrass Equity, LLC ("Tallgrass Equity") and its subsidiaries, which was effected pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018 (the "Merger Agreement"), by and among the Issuer, Tallgrass Equity, TEP, Merger Sub and Tallgrass MLP GP, LLC, a Delaware limited liability company. The Merger closed on June 29, 2018, with a delayed effective date and time of June 30, 2018 at 11:59 p.m. (Continued from Footnote 1) Central Daylight Time (the "Effective Time"). At the Effective Time, (i) each common unit representing a limited partner interest in TEP held by the Reporting Person immediately prior to the Merger converted into the right to receive 2.0 Class A Shares (the "Exchange Ratio") and (ii) as further described in the Merger Agreement, each equity participation unit in TEP (a "TEP EPU") held by the Reporting Person immediately prior to the Merger converted into the right to receive equity participation shares in the Issuer (each, a "Converted EPS") on substantially the same terms as such TEP EPU, but subject to adjustment to take into account the Exchange Ratio. Following the Merger, each such Converted EPS will be settled, when vested, if at all, in Class A Shares. Represents 13,400 unvested Equity Participation Shares in the Issuer ("EPSs") of which the Reporting Person acquired beneficial ownership as a result of the conversion at the Effective Time of the unvested TEP EPUs held by the Reporting Person immediately prior to the Effective Time, which will vest on January 1, 2020. The Reporting Person indirectly owns the Class A Shares reported herein under trust agreement dated April 10, 2014, 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. Pursuant to the limited liability company agreement of Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), at any time and from time to time, the Reporting Person may exchange his TEGP Tracking Units in Tallgrass KC ("TEGP Tracking Units") for an equivalent number of Class A Shares of the Issuer. As a result, the Reporting Person may be deemed to beneficially own the Class A Shares receivable upon exercise of such exchange right. The Reporting Person indirectly owns the TEGP Tracking Units reported herein under trust agreement dated April 10, 2014, for which the Reporting Person serves as Trustee. The Reporting Person disclaims beneficial ownership of the TEGP Tracking Units reported herein except to the extent of his pecuniary interest therein. The TEGP Tracking Units constitute derivative securities as described herein. Executive Vice President and Chief Financial Officer /s/ Christopher R. Jones, Attorney-in-Fact 2018-07-03 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                                                                    Exhibit 24.1


                 LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE

        The undersigned, as an officer, director, and/or employee of Tallgrass
Energy GP, LLC (formerly known as TEGP Management, LLC), the general partner of
Tallgrass Energy, LP (formerly known as Tallgrass Energy GP, LP) ("TGE"), or
subsidiaries or affiliates of TGE (collectively, the "Company"), hereby
constitutes Christopher R. Jones and Jason Nonnemaker or any one of them the
undersigned's true and lawful attorney-in-fact and agent to complete and execute
such Forms 144, Forms 3, 4 and 5, Schedules 13D and 13G and other forms and
schedules as either attorney shall in his discretion determine to be required or
advisable pursuant to Rule 144 promulgated under the Securities Act of 1933 (as
amended), Sections 13 and 16 of the Securities Exchange Act of 1934 (as amended)
and the rules and regulations promulgated thereunder, or any successor laws and
regulations, as a consequence of the undersigned's ownership, acquisition, or
disposition of securities of TGE, and to do all acts necessary in order to file
such forms with the Securities and Exchange Commission, any securities exchange
or national association, the Company and such other person or agency as the
attorney shall deem appropriate. The undersigned hereby ratifies and confirms
all that said attorneys-in-fact and agents shall do or cause to be done by
virtue hereof.

        This Limited Power of Attorney shall remain in effect until the
undersigned is no longer required to make filings pursuant to Rule 144
promulgated under the Securities Act of 1933 (as amended), Sections 13 and 16 of
the Securities Exchange Act of 1934 (as amended) and the rules and regulations
promulgated thereunder, or any successor laws and regulations, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

        This Limited Power of Attorney is executed at Leawood, Kansas as of the
date set forth below.

                                        /s/ Gary J. Brauchle
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                                        Signature

                                        Gary J. Brauchle
                                        ----------------------------------------
                                        Type or Print Name

                                        Date:  July 3, 2018
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