0001575558-17-000004.txt : 20171113 0001575558-17-000004.hdr.sgml : 20171110 20171113213439 ACCESSION NUMBER: 0001575558-17-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171113 FILED AS OF DATE: 20171113 DATE AS OF CHANGE: 20171113 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: 171198057 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 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 wf-form4_151062686426998.xml FORM 4 X0306 4 2017-11-13 0 0001633651 Tallgrass Energy GP, LP TEGP 0001575558 Brauchle Gary J 4200 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 0 1 0 0 See Remarks Class A Shares 20950 I See Footnote TEGP Tracking Units in Tallgrass KC, LLC 2017-11-13 4 J 0 1939603 A Class A Shares 1939603.0 1939603 I See footnote. The Reporting Person indirectly owns the Class A Shares 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. In November 2012, the Reporting Person made an investment in Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), to acquire an approximate 7% membership interest. The Reporting Person's membership interest in Tallgrass KC includes the 1,939,603 TEGP Tracking Units reported herein (the "TEGP Tracking Units"). As of November 13, 2017 (the "Vesting Date"), pursuant to Tallgrass KC's limited liability company agreement, the Reporting Person is now permitted to exchange (the "Exchange Right") his TEGP Tracking Units in Tallgrass KC for an equivalent number of Class A shares of the Issuer (the "Class A Shares"). (Continued from Footnote 2) Prior to the Vesting Date, the Manager of Tallgrass KC was required to consent to an exercise of the Exchange Right by the Reporting Person. The acquisition of beneficial ownership of the Reporting Person's TEGP Tracking Units on the Transaction Date is being reported hereunder solely because the Reporting Person may be deemed to have acquired beneficial ownership of such TEGP Tracking Units on the Vesting Date for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, due to the lapse of a material condition (the Manager's consent), which had previously restricted the Reporting Person's ability to exchange such TEGP Tracking Units for Class A Shares. An issuance of Class A Shares by the Issuer in connection with an exercise of the Exchange Right by the Reporting Person does not dilute outstanding Class A Shares, because an exercise proportionately reduces Tallgrass KC's Class B Shares and Common Units in Tallgrass Equity, LLC. The TEGP Tracking Units constitute derivative securities as described herein. The Reporting Person 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. Executive Vice President and Chief Financial Officer /s/ Christopher R. Jones, Attorney-in-Fact 2017-11-13