0000899243-18-003437.txt : 20180209 0000899243-18-003437.hdr.sgml : 20180209 20180209185452 ACCESSION NUMBER: 0000899243-18-003437 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180207 FILED AS OF DATE: 20180209 DATE AS OF CHANGE: 20180209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EMG Fund II Management, LLC CENTRAL INDEX KEY: 0001690705 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 18593464 BUSINESS ADDRESS: STREET 1: 2000 MCKINNEY AVENUE STREET 2: SUITE 1250 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 972-432-1800 MAIL ADDRESS: STREET 1: 2000 MCKINNEY AVENUE STREET 2: SUITE 1250 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EMG Fund II Management, LP CENTRAL INDEX KEY: 0001614126 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 18593463 BUSINESS ADDRESS: STREET 1: 2000 MCKINNEY AVENUE, SUITE 1250 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 972.432.1800 MAIL ADDRESS: STREET 1: 2000 MCKINNEY AVENUE, SUITE 1250 CITY: DALLAS STATE: TX ZIP: 75201 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 doc4.xml FORM 4 SUBMISSION X0306 4 2018-02-07 0 0001633651 Tallgrass Energy GP, LP TEGP 0001690705 EMG Fund II Management, LLC 2000 MCKINNEY AVENUE, SUITE 1250 DALLAS TX 75201 0 0 1 0 0001614126 EMG Fund II Management, LP 2000 MCKINNEY AVENUE, SUITE 1250 DALLAS TX 75201 0 0 1 0 Class B shares 2018-02-07 4 A 0 10497067 A 46386232 I See Footnote Units of Tallgrass Equity, LLC 2018-02-07 4 J 0 10497067 A Class A shares 10497067 46386232 I See Footnote In connection with the merger of Tallgrass Development, LP, a private Delaware limited partnership, with and into a wholly-owned subsidiary of Tallgrass Equity, LLC, a private Delaware limited liability company ("Tallgrass Equity"), on February 7, 2018 (the "Merger"), Tallgrass Holdings, LLC, a private Delaware limited liability company ("Tallgrass Holdings"), received 10,497,067 Class B shares of the Issuer ("Class B Shares") and 10,497,067 Common Units of Tallgrass Equity ("Units") as consideration in the Merger. Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, LLC ("Tallgrass Equity") dated May 12, 2015, (Continued from Footnote 1) Tallgrass Holdings has the right from time to time, at Tallgrass Holdings' sole election, to immediately exchange its Class B Shares and a corresponding number of Units for a like number of Class A shares of the Issuer ("Class A Shares"), subject to certain thresholds regarding the number of Class B Shares and Units to be exchanged. As a result, all Class B Shares and Units owned by Tallgrass Holdings, whether or not exchanged as of the date hereof, may be deemed to constitute Class A Shares beneficially owned by the Reporting Persons (see footnote (3)) because Tallgrass Holdings may acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass Holdings' sole election. EMG Fund II Management, LP, a private Delaware limited partnership ("EMG LP"), is the manager of Tallgrass Holdings and therefore may be deemed to be the beneficial owner of all of the Class B Shares and Units reported herein. EMG Fund II Management, LLC, a private Delaware limited liability company, is the general partner of EMG LP, which is the manager of Tallgrass Holdings, and therefore may be deemed to be the beneficial owner of all of the Class B Shares and Units reported herein. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by either Reporting Person that it is the beneficial owner of any of the Class B Shares and Units reported herein for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed except to the extent of each Reporting Person's pecuniary interest therein. EMG Fund II Management, LLC, /s/ John T. Raymond, By: John T. Raymond, Chief Executive Officer 2018-02-09 EMG Fund II Management, LP, By: EMG Fund II Management, LLC, its general partner, /s/ John T. Raymond, By: John T. Raymond, Chief Executive Officer 2018-02-09