0000899243-18-019363.txt : 20180703 0000899243-18-019363.hdr.sgml : 20180703 20180703201439 ACCESSION NUMBER: 0000899243-18-019363 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180630 FILED AS OF DATE: 20180703 DATE AS OF CHANGE: 20180703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAYMOND JOHN T CENTRAL INDEX KEY: 0001186173 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 18939240 MAIL ADDRESS: STREET 1: THE ENERGY & MINERALS GROUP STREET 2: 811 MAIN STREET, SUITE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 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 2018-06-30 0 0001633651 Tallgrass Energy, LP TGE 0001186173 RAYMOND JOHN T 400 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 1 0 1 0 Class A Shares 2018-06-30 4 J 0 200000 A 435000 D Class B Shares 46386232 I See Footnotes Units of Tallgrass Equity, LLC Class A Shares 46386232 46386232 I See Footnotes The Reporting Person acquired beneficial ownership of 200,000 Class A Shares of the Issuer ("Class A Shares") as consideration in the merger (the "Merger") of Razor Merger Sub, LLC, a Delaware limited liability company ("Merger Sub"), with and into Tallgrass Energy Partners, LP, a Delaware limited partnership ("TEP"), with TEP surviving the merger as a wholly-owned subsidiary of Tallgrass Equity, LLC ("Tallgrass Equity") and its subsidiaries, which was effected pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018, by and among the Issuer, Tallgrass Equity, TEP, Merger Sub and Tallgrass MLP GP, LLC, a Delaware limited liability company. (Continued from Footnote 1) The Merger closed on June 29, 2018, with a delayed effective date and time of June 30, 2018 at 11:59 p.m. Central Daylight Time (the "Effective Time"). At the Effective Time, each common unit representing a limited partner interest in TEP held by the Reporting Person immediately prior to the Merger converted into the right to receive 2.0 Class A Shares. As of the date of this Form 4, the Reporting Person holds an indirect ownership interest in the Issuer through his ownership in Tallgrass Holdings, LLC, a private Delaware limited liability company ("Tallgrass Holdings"). Further, the Reporting Person is the sole member of the general partner of the manager of Tallgrass Holdings, and therefore, he may be deemed to be the beneficial owner of all of the Class B Shares of the Issuer ("Class B Shares") and Units representing limited liability company interests ("Units") in Tallgrass Equity reported herein. (Continued from Footnote 3) Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by the Reporting Person that he is the beneficial owner of any of the Class B Shares and Units reported herein for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed except to the extent of the Reporting Person's pecuniary interest therein. Pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Issuer dated July 1, 2018 and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity dated May 12, 2015, Tallgrass Holdings has the right from time to time, at Tallgrass Holdings' sole election, to immediately exchange its Class B Shares and a corresponding number of Units for a like number of Class A Shares, subject to certain thresholds regarding the number of Class B Shares and Units to be exchanged. As a result, all Class B Shares and Units owned by Tallgrass Holdings, whether or not exchanged as of the date hereof, may be deemed to constitute Class A Shares indirectly beneficially owned by the Reporting Person (see footnotes (3) and (4)) because Tallgrass Holdings may acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass Holdings' sole election. The Class B Shares and Units constitute derivative securities as described herein. /s/ Christopher R. Jones, Attorney-in-Fact 2018-07-03 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                                                                    Exhibit 24.1


                 LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE

        The undersigned, as an officer, director, and/or employee of Tallgrass
Energy GP, LLC (formerly known as TEGP Management, LLC), the general partner of
Tallgrass Energy, LP (formerly known as Tallgrass Energy GP, LP) ("TGE"), or
subsidiaries or affiliates of TGE (collectively, the "Company"), hereby
constitutes Christopher R. Jones and Jason Nonnemaker or any one of them the
undersigned's true and lawful attorney-in-fact and agent to complete and execute
such Forms 144, Forms 3, 4 and 5, Schedules 13D and 13G and other forms and
schedules as either attorney shall in his discretion determine to be required or
advisable pursuant to Rule 144 promulgated under the Securities Act of 1933 (as
amended), Sections 13 and 16 of the Securities Exchange Act of 1934 (as amended)
and the rules and regulations promulgated thereunder, or any successor laws and
regulations, as a consequence of the undersigned's ownership, acquisition, or
disposition of securities of TGE, and to do all acts necessary in order to file
such forms with the Securities and Exchange Commission, any securities exchange
or national association, the Company and such other person or agency as the
attorney shall deem appropriate. The undersigned hereby ratifies and confirms
all that said attorneys-in-fact and agents shall do or cause to be done by
virtue hereof.

        This Limited Power of Attorney shall remain in effect until the
undersigned is no longer required to make filings pursuant to Rule 144
promulgated under the Securities Act of 1933 (as amended), Sections 13 and 16 of
the Securities Exchange Act of 1934 (as amended) and the rules and regulations
promulgated thereunder, or any successor laws and regulations, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

        This Limited Power of Attorney is executed at Leawood, Kansas as of the
date set forth below.

                                        /s/ John T. Raymond
                                        ----------------------------------------
                                        Signature

                                        John T. Raymond
                                        ----------------------------------------
                                        Type or Print Name

                                        Date:  July 3, 2018
                                             -----------------------------------