0000899243-18-019362.txt : 20180703 0000899243-18-019362.hdr.sgml : 20180703 20180703201424 ACCESSION NUMBER: 0000899243-18-019362 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: Watkins Gary D. CENTRAL INDEX KEY: 0001605194 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 18939239 MAIL ADDRESS: STREET 1: 6640 W. 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 0001605194 Watkins Gary D. 4200 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 0 1 0 0 See Remarks Class A Shares 2018-06-30 4 J 0 120730 A 162230 D The Reporting Person acquired beneficial ownership of 120,730 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. Central Daylight Time (the "Effective Time"). (Continued from Footnote 1) 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. Includes 80,400 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, of which (i) 6,400 will vest on May 13, 2019, (ii) 4,000 will vest on November 1, 2019, and (iv) 70,000 will vest on the earliest date on or after April 1, 2021 on which the average compounded annual distribution growth rate for regular quarterly Issuer distributions, based upon the regular quarterly distribution paid by the Issuer on, or immediately prior to, such date is at least 5% over an annualized distribution rate of $1.67 per Class A Share, as determined by the board of directors of the general partner of the Issuer (the "Distribution Hurdle Date"). (Continued from Footnote 3) If the Distribution Hurdle Date has not occurred by August 2, 2024, the 70,000 EPUs described in clause (iv) will expire and terminate and no vesting will occur. Includes 115,400 unvested EPSs, of which (i) 80,400 will vest in accordance with the terms described in footnote 2, and (ii) 35,000 will vest on May 12, 2019. Vice President and Chief Accounting 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 D. Watkins
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                                        Signature

                                        Gary D. Watkins
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                                        Type or Print Name

                                        Date:  July 3, 2018
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