0001209191-16-151927.txt : 20161123 0001209191-16-151927.hdr.sgml : 20161123 20161123145948 ACCESSION NUMBER: 0001209191-16-151927 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161122 FILED AS OF DATE: 20161123 DATE AS OF CHANGE: 20161123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BYNUM FRANK K CENTRAL INDEX KEY: 0001034435 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 162016288 MAIL ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDBERG MICHAEL B CENTRAL INDEX KEY: 0001034434 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 162016290 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATELICH GEORGE E CENTRAL INDEX KEY: 0001034432 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 162016291 MAIL ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WALL THOMAS R IV CENTRAL INDEX KEY: 0001034433 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 162016292 MAIL ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KEP VI AIV (Rubicon), LLC CENTRAL INDEX KEY: 0001641210 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 162016294 BUSINESS ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-751-3939 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIA VIII (Rubicon), L.P. CENTRAL INDEX KEY: 0001641148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 162016295 BUSINESS ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-751-3939 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kelso GP VIII, LLC CENTRAL INDEX KEY: 0001421180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 162016297 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-751-3939 MAIL ADDRESS: STREET 1: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WAHRHAFTIG DAVID I CENTRAL INDEX KEY: 0001055858 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 162016289 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NICKELL FRANK T CENTRAL INDEX KEY: 0001034431 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 162016293 MAIL ADDRESS: STREET 1: C/O KELSO CO STREET 2: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIA VIII (Rubicon) GP, L.P. CENTRAL INDEX KEY: 0001641150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 162016296 BUSINESS ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-751-3939 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-11-22 0 0001633651 Tallgrass Energy GP, LP TEGP 0001421180 Kelso GP VIII, LLC C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001641150 KIA VIII (Rubicon) GP, L.P. C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001641148 KIA VIII (Rubicon), L.P. C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001641210 KEP VI AIV (Rubicon), LLC C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001034431 NICKELL FRANK T C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001034433 WALL THOMAS R IV C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001034432 MATELICH GEORGE E C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001034434 GOLDBERG MICHAEL B C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001055858 WAHRHAFTIG DAVID I C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001034435 BYNUM FRANK K C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 Class B shares 2016-11-22 4 X 0 5058497 0.00 D 35081202 I By partnership Class A shares 2016-11-22 4 X 0 5058497 A 5058497 I By partnership Class A shares 2016-11-22 4 S 0 5058497 21.846 D 0 I By partnership Units in Tallgrass Equity, LLC 2016-11-22 4 X 0 5058497 21.846 D Class A shares 5058497 35081202 I By partnership Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Partnership Agreement"), KIA VIII (Rubicon), L.P. ("KIA VIII") and KEP VI AIV (Rubicon), LLC ("KEP VI AIV") each have the right, at any time following the expiration of a lock-up period and from time to time, to immediately exchange (the "Exchange Right") Class B shares of the Issuer (the "Class B shares") and a corresponding number of Units of limited liability company interest in Tallgrass Equity, LLC ("Tallgrass Equity", and such Units, the "Units", and each Class B share and Unit so exchanged, together, an "Exchange Unit") for a like number of Class A shares of the Issuer (the "Class A shares"), not to exceed, in the aggregate, the total number of Exchange Units held by KIA VIII or KEP VI AIV, as applicable. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. Pursuant to an underwriting agreement entered into on November 17, 2016 by the underwriter and the selling shareholders (including KIA VIII and KEP VI AIV), in connection with the secondary offering of the Issuer, the underwriter has the option (the "Option") to purchase 1,350,000 additional Class A shares from the selling shareholders in the secondary offering of the Issuer. On November 22, 2016, in connection with and immediately prior to the closing of the secondary offering of the Issuer on November 22, 2016, and the underwriter and the selling shareholders closing on the Option, KIA VIII and KEP VI AIV exercised their Exchange Right with respect to some of their Exchange Units, including KIA VIII and KEP VI AIV's respective pro rata shares of the Option based on KIA VIII and KEP VI AIV's respective ownership percentages of the outstanding Exchange Units, whereby the Issuer exchanged 4,308,339 Exchange Units held by KIA VIII and 750,158 Exchange Units held by KEP VI AIV on a one-for-one basis for a total of 5,058,497 Class A shares. Consists of 29,878,778 Class B shares owned of record by KIA VIII and 5,202,424 Class B shares owned of record by KEP VI AIV following the transactions reported in this line of this Form 4. Kelso GP VIII, LLC ("GP VIII, LLC") is the general partner of KIA VIII (Rubicon) GP, L.P. ("GP VIII, L.P." and, together with GP VIII, LLC, the "Kelso GPs"). GP VIII, L.P. is the general partner of KIA VIII. GP VIII, LLC and GP VIII, L.P. could be deemed to share beneficial ownership of securities owned of record or deemed to be beneficially owned by KIA VIII. GP VIII, LLC and GP VIII, L.P. each disclaim beneficial ownership of all of the securities reported herein except to the extent of its respective pecuniary interest, if any, therein, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. KIA VIII and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the other's securities. KIA VIII and KEP VI AIV each disclaim beneficial ownership of all of the securities deemed to be beneficially owned by the other and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The Kelso GPs and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the other's securities. The Kelso GPs and KEP VI AIV each disclaim beneficial ownership of all of the securities owned of record or deemed to be beneficially owned by the other or owned of record by KIA VIII and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim, Henry Mannix, III, Mathew S. Edgerton, and Stephen C. Dutton (the "Kelso Individuals") could be deemed to share beneficial ownership of securities owned of record by KIA VIII and KEP VI AIV or deemed to be beneficially owned by GP VIII, LLC or GP VIII, L.P., by virtue of their status as managing members of KEP VI AIV and of GP VIII, LLC. The Kelso Individuals each disclaim beneficial ownership of such securities, and this report shall not be deemed to be an admission that any of the Kelso Individuals is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. Represents the gross proceeds per Class A share sold in the secondary offering of the Issuer less the underwriting discount. The Units, collectively with the Class B shares, constitute the derivative securities described herein. Consists of 29,878,778 Units owned of record by KIA VIII and 5,202,424 Units owned of record by KEP VI AIV following the transactions reported in this line of this Form 4. Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of three filed today reporting on the same securities by the following joint filers: Kelso GP VIII, LLC; KIA VIII (Rubicon) GP, L.P.; KIA VIII (Rubicon), L.P.; KEP VI AIV (Rubicon), LLC; Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim, Henry Mannix, III, Matthew S. Edgerton and Stephen C. Dutton. Kelso GP VIII, LLC, By: /s/ Rosanna T. Leone, Attorney-in-Fact 2016-11-23 KIA VIII (Rubicon) GP, L.P., By: Kelso GP VIII, LLC, its General Partner; By: /s/ Rosanna T. Leone, Attorney-in-Fact 2016-11-23 KIA VIII (Rubicon), L.P., By: KIA VIII (Rubicon) GP, L.P., its General Partner; By: Kelso GP VIII, LLC, its General Partner; By: /s/ Rosanna T. Leone, Attorney-in-Fact 2016-11-23 KEP VI AIV (Rubicon), LLC, By: /s/ Rosanna T. Leone, Attorney-in-Fact 2016-11-23 By: /s/ Rosanna T. Leone, Attorney-in-Fact for Frank T. Nickell 2016-11-23 By: /s/ Rosanna T. Leone, Attorney-in-Fact for Thomas R. Wall, IV 2016-11-23 By: /s/ Rosanna T. Leone, Attorney-in-Fact for George E. Matelich 2016-11-23 By: /s/ Rosanna T. Leone, Attorney-in-Fact for Michael B. Goldberg 2016-11-23 By: /s/ Rosanna T. Leone, Attorney-in-Fact for David I. Wahrhaftig 2016-11-23 By: /s/ Rosanna T. Leone, Attorney-in-Fact for Frank K. Bynum, Jr. 2016-11-23