0000899243-19-009267.txt : 20190329
0000899243-19-009267.hdr.sgml : 20190329
20190329165941
ACCESSION NUMBER: 0000899243-19-009267
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: BIA GP L.L.C.
CENTRAL INDEX KEY: 0001770016
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 19717387
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIA GP L.P.
CENTRAL INDEX KEY: 0001770017
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 19717388
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIP Holdings Manager L.L.C.
CENTRAL INDEX KEY: 0001770015
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 19717389
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Prairie Secondary Acquiror E LP
CENTRAL INDEX KEY: 0001770475
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 19717390
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Prairie Secondary Acquiror LP
CENTRAL INDEX KEY: 0001770030
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 19717391
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Infrastructure Associates L.P.
CENTRAL INDEX KEY: 0001770053
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 19717392
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
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
2019-03-27
0
0001633651
Tallgrass Energy, LP
TGE
0001770053
Blackstone Infrastructure Associates L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001770030
Prairie Secondary Acquiror LP
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001770475
Prairie Secondary Acquiror E LP
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001770015
BIP Holdings Manager L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001770017
BIA GP L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001770016
BIA GP L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
Class A Shares
2019-03-27
4
P
0
125698
23.76
A
242362
I
See Footnotes
Class A Shares
2019-03-27
4
P
0
183294
23.76
A
353413
I
See Footnotes
Class A Shares
21751018
I
See Footnotes
The Class A shares representing limited partner interests ("Class A shares") of Tallgrass Energy, LP ("TGE") acquired by the Reporting Persons were issuable by TGE to certain members of TGE management in connection with the accelerated vesting of incentive awards held by such persons upon the closing of the transactions contemplated by the Purchase Agreement, dated January 30, 2019, by and among Tallgrass Energy Holdings, LLC, Tallgrass Holdings, LLC, certain affiliates of the Reporting Persons, and other parties thereto. The Reporting Persons agreed to acquire these Class A shares to provide the selling management members with liquidity consistent with what would have been provided if the incentive awards had been settled in cash.
These Class A shares are owned directly by Prairie Secondary Acquiror LP ("Secondary Acquiror 1").
These Class A shares are owned directly by Prairie Secondary Acquiror E LP ("Secondary Acquiror 2").
These Class A shares are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror").
BIP Holdings Manager L.L.C. is the general partner of each of Secondary Acquiror 1, Secondary Acquiror 2 and Non-ECI Acquiror (the "Acquiror LPs"). Blackstone Infrastructure Associates L.P. is the managing member of BIP Holdings Manager LLC. The general partner of Blackstone Infrastructure Associates L.P. is BIA GP L.P. The general partner of BIA GP L.P. is BIA GP L.L.C. The sole member of BIA GP L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Each of the Reporting Persons (other than each of the Acquiror LPs to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by the Acquiror LPs, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the Acquiror LPs to the extent they directly hold securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
BLACKSTONE INFRASTRUCTURE ASSOCIATES, L.P., By: BIA GP L.P., its general partner, By: BIA GP L.L.C., its general partner, By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director
2019-03-29
PRAIRIE SECONDARY ACQUIROR LP, By: BIP Holdings Manager L.L.C., its general partner, By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director
2019-03-29
PRAIRIE SECONDARY ACQUIROR E LP, By: BIP Holdings Manager L.L.C., its general partner, By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director
2019-03-29
BIP HOLDINGS MANAGER L.L.C., By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director
2019-03-29
BIA GP L.P., By: BIA GP L.L.C., its general partner, By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director
2019-03-29
BIA GP L.L.C., By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director
2019-03-29