0000899243-16-029035.txt : 20160915 0000899243-16-029035.hdr.sgml : 20160915 20160915164942 ACCESSION NUMBER: 0000899243-16-029035 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160721 FILED AS OF DATE: 20160915 DATE AS OF CHANGE: 20160915 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tallgrass Energy Partners, LP CENTRAL INDEX KEY: 0001569134 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 461972941 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: Tallgrass Development, LP CENTRAL INDEX KEY: 0001561964 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35917 FILM NUMBER: 161887593 BUSINESS ADDRESS: STREET 1: 6640 WEST 143RD STREET STREET 2: SUITE 200 CITY: OVERLAND PARK STATE: KS ZIP: 66223 BUSINESS PHONE: 913-928-6010 MAIL ADDRESS: STREET 1: 6640 WEST 143RD STREET STREET 2: SUITE 200 CITY: OVERLAND PARK STATE: KS ZIP: 66223 FORMER NAME: FORMER CONFORMED NAME: Tallgrass Energy Partners, LP DATE OF NAME CHANGE: 20121109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tallgrass Operations, LLC CENTRAL INDEX KEY: 0001575249 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35917 FILM NUMBER: 161887594 BUSINESS ADDRESS: STREET 1: 6640 W. 143RD ST., SUITE 200 CITY: OVERLAND PARK STATE: KS ZIP: 66223 BUSINESS PHONE: 913-928-6060 MAIL ADDRESS: STREET 1: 6640 W. 143RD ST., SUITE 200 CITY: OVERLAND PARK STATE: KS ZIP: 66223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tallgrass Energy Holdings, LLC CENTRAL INDEX KEY: 0001561924 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35917 FILM NUMBER: 161887595 BUSINESS ADDRESS: STREET 1: 6640 WEST 143RD STREET STREET 2: SUITE 200 CITY: OVERLAND PARK STATE: KS ZIP: 66223 BUSINESS PHONE: 913-928-6010 MAIL ADDRESS: STREET 1: 6640 WEST 143RD STREET STREET 2: SUITE 200 CITY: OVERLAND PARK STATE: KS ZIP: 66223 FORMER NAME: FORMER CONFORMED NAME: Tallgrass Development GP, LLC DATE OF NAME CHANGE: 20130430 FORMER NAME: FORMER CONFORMED NAME: Tallgrass GP, LLC DATE OF NAME CHANGE: 20121109 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-07-21 0 0001569134 Tallgrass Energy Partners, LP TEP 0001561924 Tallgrass Energy Holdings, LLC 4200 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 0 0 1 0 0001575249 Tallgrass Operations, LLC 4200 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 0 0 1 0 0001561964 Tallgrass Development, LP 4200 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 0 0 1 0 Common units representing limited partner interests 2016-07-21 4 J 0 3563146 42.50 D 9310334 I By Tallgrass Operations, LLC Common units representing limited partner interests 20000000 I By Tallgrass Equity, LLC On July 21, 2016, the Issuer partially exercised a call option previously granted by Tallgrass Operations, LLC ("Tallgrass Operations") in favor of the Issuer and repurchased 3,563,146 of the Issuer's common units at a price of $42.50. The call option had been granted pursuant to that certain Contribution and Transfer Agreement effective as of January 1, 2016 (the "Contribution Agreement") among the Issuer, Tallgrass Development, LP ("Tallgrass Development") and Tallgrass Operations. Under the Contribution Agreement, Tallgrass PXP Holdings, LLC, an indirect wholly-owned subsidiary of the Issuer, acquired 31.3% of the issued and outstanding membership interests in Tallgrass Pony Express Pipeline, LLC (the "Subject Interest") from Tallgrass Operations. (Continued from Footnote 1) As partial consideration for the Issuer's acquisition of the Subject Interest under the Contribution Agreement, 6,518,000 common units representing limited partner interests were issued to Tallgrass Operations on January 4, 2016, which common units were subject to an 18 month call option to repurchase such common units at a price of $42.50 granted by Tallgrass Operations in favor of the Issuer. Following the Issuer's partial exercise of the call option on July 21, 2016, 2,954,854 common units remain available for repurchase by the Issuer under the call option. This Form 4 is being filed jointly by Tallgrass Energy Holdings, LLC ("Tallgrass Holdings"), Tallgrass Operations, LLC ("Tallgrass Operations") and Tallgrass Development, LP ("Tallgrass Development"). The securities of the Issuer are owned directly by Tallgrass Operations. Tallgrass Development directly owns 100% of the outstanding securities of Tallgrass Operations and Tallgrass Holdings is the general partner of Tallgrass Development. Tallgrass Holdings and Tallgrass Development may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Operations. Tallgrass Holdings and Tallgrass Development each disclaims beneficial ownership of the common units representing limited partner interests held by Tallgrass Operations except to the extent of its respective pecuniary interest therein. Tallgrass Holdings also directly owns 100% of the outstanding securities of TEGP Management LLC, the general partner of Tallgrass Energy GP, LP, and Tallgrass Energy GP, LP is the managing member of Tallgrass Equity, LLC. Tallgrass Equity, LLC directly owns 20,000,000 common units representing limited partner interests of the Issuer. Tallgrass Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Equity, LLC. Tallgrass Holdings disclaims beneficial ownership of the common units representing limited partner interests held by Tallgrass Equity, LLC except to the extent of its pecuniary interest therein. Tallgrass Energy Holdings, LLC, /s/ Christopher R. Jones, Name: Christopher R. Jones, Title: Vice President, Secretary and General Counsel 2016-09-15 Tallgrass Operations, LLC, /s/ Christopher R. Jones, Name: Christopher R. Jones, Title: Vice President, Secretary and General Counsel 2016-09-15 Tallgrass Development, LP, By: Tallgrass Energy Holdings, LLC, its general partner, /s/ Christopher R. Jones, Name: Christopher R. Jones, Title: Vice President, Secretary and General Counsel 2016-09-15