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