0001575558-19-000004.txt : 20190329
0001575558-19-000004.hdr.sgml : 20190329
20190329183827
ACCESSION NUMBER: 0001575558-19-000004
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190327
FILED AS OF DATE: 20190329
DATE AS OF CHANGE: 20190329
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: 19718230
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
wf-form4_155389909245939.xml
FORM 4
X0306
4
2019-03-27
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
2019-03-27
4
S
0
7457
23.76
D
129193
D
Class A Shares
2019-03-27
4
F
0
5943
23.76
D
123250
D
Class A Shares
145176.41
I
See footnote
Class B Shares
545909
I
See footnote
Units in Tallgrass Equity, LLC
Class A Shares
545909.0
545909
I
See footnote
13,400 Equity Participation Shares (the "EPSs") held by the Reporting Person vested on March 11, 2019. On March 27, 2019, the Reporting Person entered into a purchase agreement with acquisition vehicles controlled by affiliates of Blackstone Infrastructure Partners (such acquisition vehicles, collectively, the "Sponsor Entities"). Pursuant to the purchase agreement, the Reporting Person agreed to sell to the Sponsor Entities 7,457 Class A Shares of Issuer ("Class A Shares") in a private transaction, which number represents the number of Class A Shares the Reporting Person is entitled to receive as a result of the vesting of EPSs less all Class A Shares withheld to fulfill the Reporting Person's applicable tax withholding obligations.
In connection with the vesting and agreement to sell described in footnote 1, the Reporting Person has made an election to withhold 5,943 EPSs to satisfy his tax withholding obligations related to the vesting of the EPSs. This is not an open market sale of securities.
The Reporting Person indirectly owns the Class A Shares, Class B Shares of the Issuer ("Class B Shares") and the Units representing limited liability company interests ("Units") in Tallgrass Equity, LLC ("Tallgrass Equity") 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, Class B Shares and Units reported herein except to the extent of his pecuniary interest therein.
Pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Issuer dated July 2, 2018 and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity dated May 12, 2015, the Reporting Person has a right, from time to time, at his sole election, to immediately exchange his Class B Shares and an equivalent number of Units for a like number of Class A Shares. As a result, all Class B Shares and Units owned by the Reporting Person, may be deemed to constitute Class A Shares beneficially owned by him.
The Units, collectively with the Class B Shares, constitute derivative securities as described herein.
Executive Vice President and Chief Financial Officer
/s/ Christopher R. Jones, Attorney-in-Fact
2019-03-29