0000899243-19-010534.txt : 20190411
0000899243-19-010534.hdr.sgml : 20190411
20190411195951
ACCESSION NUMBER: 0000899243-19-010534
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190409
FILED AS OF DATE: 20190411
DATE AS OF CHANGE: 20190411
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Enagas U.S.A. LLC
CENTRAL INDEX KEY: 0001770190
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 19744780
BUSINESS ADDRESS:
STREET 1: PASEO DE LOS OLMOS, 19
CITY: MADRID
STATE: U3
ZIP: 28005
BUSINESS PHONE: 34-914096171
MAIL ADDRESS:
STREET 1: PASEO DE LOS OLMOS, 19
CITY: MADRID
STATE: U3
ZIP: 28005
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Enagas, S.A.
CENTRAL INDEX KEY: 0001770347
STATE OF INCORPORATION: U3
FISCAL YEAR END: 0131
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 19744781
BUSINESS ADDRESS:
STREET 1: PASEO DE LOS OLMOS, 19
CITY: MADRID
STATE: U3
ZIP: 28005
BUSINESS PHONE: 34-914096171
MAIL ADDRESS:
STREET 1: PASEO DE LOS OLMOS, 19
CITY: MADRID
STATE: U3
ZIP: 28005
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Enagas Holding USA, S.L.U.
CENTRAL INDEX KEY: 0001770189
STATE OF INCORPORATION: U3
FISCAL YEAR END: 0131
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 19744782
BUSINESS ADDRESS:
STREET 1: PASEO DE LOS OLMOS, 19
CITY: MADRID
STATE: U3
ZIP: 28005
BUSINESS PHONE: 34-914096171
MAIL ADDRESS:
STREET 1: PASEO DE LOS OLMOS, 19
CITY: MADRID
STATE: U3
ZIP: 28005
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Enagas Internacional, S.L.U.
CENTRAL INDEX KEY: 0001770187
STATE OF INCORPORATION: U3
FISCAL YEAR END: 0131
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 19744783
BUSINESS ADDRESS:
STREET 1: PASEO DE LOS OLMOS, 19
CITY: MADRID
STATE: U3
ZIP: 28005
BUSINESS PHONE: 34-914096171
MAIL ADDRESS:
STREET 1: PASEO DE LOS OLMOS, 19
CITY: MADRID
STATE: U3
ZIP: 28005
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
2019-04-09
0
0001633651
Tallgrass Energy, LP
TGE
0001770190
Enagas U.S.A. LLC
PASEO DE LOS OLMOS, 19
MADRID
U3
28005
SPAIN
0
0
1
0
0001770347
Enagas, S.A.
PASEO DE LOS OLMOS, 19
MADRID
U3
28005
SPAIN
0
0
1
0
0001770189
Enagas Holding USA, S.L.U.
PASEO DE LOS OLMOS, 19
MADRID
U3
28005
SPAIN
0
0
1
0
0001770187
Enagas Internacional, S.L.U.
PASEO DE LOS OLMOS, 19
MADRID
28005
0
0
1
0
Class A Shares
2019-04-09
4
P
0
18835
24.476
A
261197
I
See Footnotes
Class A Shares
2019-04-09
4
P
0
27466
24.476
A
380879
I
See Footnotes
Class A Shares
2019-04-10
4
P
0
2608
24.493
A
263805
I
See Footnotes
Class A Shares
2019-04-10
4
P
0
3802
24.493
A
384681
I
See Footnotes
Class A Shares
2019-04-11
4
P
0
10912
24.4981
A
274717
I
See Footnotes
Class A Shares
2019-04-11
4
P
0
15911
24.4981
A
400592
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. ("Holdings Manager") is the general partner of each of Secondary Acquiror 1, Secondary Acquiror 2 and Non-ECI Acquiror (the "Acquiror LPs"). Pursuant to the Equityholders Agreement dated as of March 11, 2019 (the "Equityholders Agreement"), the consent of Enagas Holding USA, S.L.U. ("Enagas Holding") and Enagas U.S.A. LLC ("Enagas USA") are required in certain circumstances for Holdings Manager to direct the voting and disposition of the securities held by the Acquiror LPs. Enagas, S.A. ("Enagas") is the sole shareholder of Enagas Internacional, S.L.U., which is the sole shareholder of Enagas Holding, which is the sole member of Enagas USA. Enagas is a publicly traded corporation with shares listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges (Spain).
Each of the Reporting Persons 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 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.
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.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $24.41 to $24.50. The reporting persons undertake to provide Tallgrass Energy, LP (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnotes 8 through 10 to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $24.46 to $24.50.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $24.47 to $24.50.
Enagas, S.A., By: /s/ Luis Ros Arnal, Name: Luis Ros Arnal, Title: Authorized Representative
2019-04-11
Enagas International, S.L.U., By: /s/ Luis Ros Arnal, Name: Luis Ros Arnal, Title: Authorized Representative
2019-04-11
Enagas Holding USA, S.L.U., By: /s/ Luis Ros Arnal, Name: Luis Ros Arnal, Title: Authorized Representative
2019-04-11
Enagas U.S.A. LLC, By: /s/ Luis Ros Arnal, Name: Luis Ros Arnal, Title: Authorized Representative
2019-04-11