FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Tallgrass Energy, LP [ TGE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/19/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Shares | 10/19/2018 | A | 180,000(1) | A | $0 | 465,230(2)(3) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
TEGP Tracking Units in Tallgrass KC, LLC | (4) | (4) | (4) | Class A Shares | 311,948(4) | 311,948(5) | D |
Explanation of Responses: |
1. Represents 180,000 unvested Equity Participation Shares ("EPSs") granted to the Reporting Person, which will vest on the earliest date on or after November 1, 2022, 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 $1.99 per Class A Share, as determined by the board of directors of the general partner of the Issuer (the "Board") or such committee thereof appointed by the Board to administer the EPSs (the "$1.99 Distribution Hurdle Date"). If the $1.99 Distribution Hurdle Date has not occurred by October 19, 2025, the 180,000 EPSs described in this footnote 1 will expire and terminate and no vesting will occur. |
2. Includes 418,200 unvested EPSs granted to the Reporting Person, of which (i) 35,000 will vest on May 12, 2019, (ii) 5,800 will vest on May 13, 2019, (iii) 4,000 will vest on November 1, 2019, (iv) 13,400 will vest on January 1, 2020, (v) 180,000 will vest in accordance with the terms described in footnote 3, and (vi) 180,000 will vest in accordance with the terms described in footnote 1. |
3. 180,000 unvested EPSs granted to the Reporting Person 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 or such committee thereof appointed by the Board to administer the EPSs (the "$1.67 Distribution Hurdle Date"). If the $1.67 Distribution Hurdle Date has not occurred by August 2, 2024, the 180,000 EPSs described in this footnote 3 will expire and terminate and no vesting will occur. |
4. Pursuant to the limited liability company agreement of Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), at any time and from time to time, the Reporting Person may exchange his TEGP Tracking Units in Tallgrass KC ("TEGP Tracking Units") for an equivalent number of Class A Shares of the Issuer. As a result, the Reporting Person may be deemed to beneficially own the Class A Shares receivable upon exercise of such exchange right. |
5. The TEGP Tracking Units constitute derivative securities as described herein. |
Remarks: |
Executive Vice President, General Counsel and Secretary |
/s/ Christopher R. Jones | 10/19/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |