0000899243-20-011058.txt : 20200421
0000899243-20-011058.hdr.sgml : 20200421
20200421163059
ACCESSION NUMBER: 0000899243-20-011058
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200417
FILED AS OF DATE: 20200421
DATE AS OF CHANGE: 20200421
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: 20805511
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
2020-04-17
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
2020-04-17
4
D
0
111850
22.45
D
1403766
I
See footnote
Class A Shares
2020-04-17
4
S
0
1403766
26.25
D
0
I
See footnote
Class A Shares
250000
D
The William R. Moler Revocable Trust U.T.A. dated August 27, 2013 (the "Moler Revocable Trust") ceased to beneficially own the Class A shares representing limited partner interests ("Class A Shares") in the Issuer reported herein at the Effective Time (as defined below) of the merger (the "Merger") of Prairie Private Acquiror LP, a Delaware limited partnership ("Buyer"), with and into the Issuer, with the Issuer surviving the merger and continuing to exist as a Delaware limited partnership. The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of December 16, 2019 (the "Merger Agreement"), by and among the Issuer, Tallgrass Energy GP, LLC, a Delaware limited liability company, Buyer and Prairie Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Buyer ("Merger Sub"). The Merger closed and was effective at 7:02 a.m., Central Time, on April 17, 2020 (the "Effective Time").
(Continued from Footnote 1) At the Effective Time, each Class A Share held by the Moler Revocable Trust immediately prior to the Merger (other than those Class A Shares purchased pursuant to the Purchase Agreement (as defined below)) converted into the right to receive $22.45 per Class A Share in cash without any interest thereon.
On April 17, 2020, pursuant to that certain Purchase Agreement, dated April 17, 2020, by and between the Moler Revocable Trust and Merger Sub (the "Purchase Agreement"), the Moler Revocable Trust sold to Merger Sub 1,403,766 Class A Shares at a price per Class A Share of $26.25.
Prior to the transactions described in Footnotes 1, 2 and 3, the Reporting Person indirectly owned the Class A Shares reported herein through the Moler Revocable Trust. The Reporting Person disclaimed beneficial ownership of the Class A Shares reported herein except to the extent of his pecuniary interest therein.
Consists of (i) 125,000 equity participation shares in the Issuer (each, an "EPS") which will vest on October 31, 2022 and (ii) 125,000 EPSs which will vest on October 22, 2023. As further described in the Merger Agreement, each EPS held by the Reporting Person immediately prior to the Merger continued to remain outstanding, subject to the terms and conditions (including with respect to vesting and forfeiture) applicable to such award immediately prior to the Effective Time, provided that such EPSs will be settled at the time provided in the applicable award agreement in an amount of cash per EPS equal to the "Fair Market Value" (as defined in the Tallgrass MLP GP, LLC Long-Term Incentive Plan) of a Class A Share on the date of settlement.
Chief Executive Officer
/s/Christopher R. Jones, Attorney-in-Fact
2020-04-21