0000899243-19-007598.txt : 20190313 0000899243-19-007598.hdr.sgml : 20190313 20190313185907 ACCESSION NUMBER: 0000899243-19-007598 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190311 FILED AS OF DATE: 20190313 DATE AS OF CHANGE: 20190313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MOLER WILLIAM R. CENTRAL INDEX KEY: 0001418199 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 19679396 MAIL ADDRESS: STREET 1: 4200 WEST 115TH STREET, SUITE 350 CITY: LEAWOOD STATE: KS ZIP: 66211 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 2019-03-11 0 0001633651 Tallgrass Energy, LP TGE 0001418199 MOLER WILLIAM R. 4200 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 1 1 0 0 See Remarks Class A Shares 2019-03-11 4 A 0 250000 0.00 A 302250 D Class A Shares 1499288 I See footnote TEGP Tracking Units in Tallgrass KC, LLC 2019-03-11 4 J 0 1403765 D Class A Shares 1403765 0 I See footnote Represents 250,000 Equity Participation Shares in the Issuer ("EPSs") granted to the Reporting Person on March 11, 2019, of which (i) 125,000 will vest on October 31, 2022 and (ii) 125,000 will vest on October 31, 2023. The Reporting Person owns the Class A shares of the Issuer ("Class A Shares") reported herein through the William R. Moler Revocable Trust U.T.A. dated August 27, 2013 (the "Moler Revocable Trust"), for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of the Class A Shares reported herein except to the extent of his pecuniary interest therein. On March 11, 2019, pursuant to that certain Purchase Agreement (as amended, the "Purchase Agreement"), dated January 30, 2019, by and among Tallgrass Energy Holdings, LLC, a Delaware limited liability company, Tallgrass KC, LLC, a private Delaware limited liability company of which the Reporting Person is a member ("Tallgrass KC"), and the other Sellers named therein, Prairie ECI Acquiror LP, a Delaware limited partnership ("Up-C Acquiror 1"), Prairie VCOC Acquiror LP, a Delaware limited partnership ("Up-C Acquiror 2" and together with Up-C Acquiror 1, "Up-C Acquirors"), and the other Purchasers named therein, and the Seller Representatives named therein, as amended, and among the other transactions consummated pursuant thereto, (Continued from Footnote 3) Tallgrass KC sold to Up-C Acquirors all of the Units representing limited liability company interests ("Units") in Tallgrass Equity, LLC ("Tallgrass Equity") and a corresponding number of Class B shares of the Issuer ("Class B Shares") (one Unit and one Class B Share, together, an "Up-C Interest") then owned by Tallgrass KC, including the Up-C Interests underlying the TEGP Tracking Units in Tallgrass KC ("TEGP Tracking Units") reported herein as owned by the Reporting Person, at a price per Up-C Interest of $22.43. Promptly following such sale, Tallgrass KC distributed to the Reporting Person his pro rata share (based on TEGP Tracking Units) of the net proceeds of such sale. Prior to the transaction described in footnotes 3 and 4, pursuant to the limited liability company agreement of Tallgrass KC, at any time and from time to time, the Reporting Person had the right to exchange his TEGP Tracking Units for an equivalent number of Class A Shares and, as a result, may have been deemed to beneficially own the Class A Shares receivable upon exercise of such exchange right. Prior to the transaction described in footnotes 3 and 4, the Reporting Person owned the TEGP Tracking Units reported herein through the Moler Revocable Trust, for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of the TEGP Tracking Units reported herein except to the extent of his pecuniary interest therein. Executive Vice President and Chief Operating Officer /s/ Christopher R. Jones, Attorney-in-Fact 2019-03-13