0000899243-18-016857.txt : 20180615 0000899243-18-016857.hdr.sgml : 20180615 20180615193526 ACCESSION NUMBER: 0000899243-18-016857 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180614 FILED AS OF DATE: 20180615 DATE AS OF CHANGE: 20180615 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tallgrass KC, LLC CENTRAL INDEX KEY: 0001562658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 18903430 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 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-06-14 0 0001633651 Tallgrass Energy GP, LP TEGP 0001562658 Tallgrass KC, LLC 4200 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 0 0 1 0 Class B Shares 2018-06-14 4 J 0 1403766 D 29416692 D Units in Tallgrass Equity, LLC 2018-06-14 4 J 0 1403766 D Class A Shares 1403766 29416692 D The Class B shares of the Issuer ("Class B Shares") and Units representing limited liability company interests (the "Units") in Tallgrass Equity, LLC ("Tallgrass Equity") reported herein were exchanged by Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC") upon the exercise of its right to exchange (the "Exchange Right") its Class B Shares and an equivalent number of Units for a like number of Class A shares of the Issuer ("Class A Shares") pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Issuer Limited Partnership Agreement") and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity dated May 12, 2015 (the "Tallgrass Equity LLC Agreement"). (Continued From Footnote 1) This exchange was made on behalf of a holder of TEGP Tracking Units ("TEGP Tracking Units") in Tallgrass KC (the "Exchanging Holder"), which is owned by certain members of the Issuer's management team. Pursuant to Tallgrass KC's limited liability company agreement, the Exchanging Holder had the right to exchange his TEGP Tracking Units for an equivalent number of Class A Shares. Upon Tallgrass KC's exercise of the Exchange Right on behalf of the Exchanging Holder, the Class A Shares were issued directly to the Exchanging Holder at the direction of Tallgrass KC. Tallgrass KC did not receive any cash proceeds in connection with such distribution, and no commissions or discounts were paid to Tallgrass KC. Pursuant to the Issuer Limited Partnership Agreement and the Tallgrass Equity LLC Agreement, Tallgrass KC has the right, from time to time, at Tallgrass KC's sole election, to immediately exchange its Class B Shares and an equivalent 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 KC, whether or not exchanged as of the date hereof, may be deemed to constitute Class A Shares beneficially owned by Tallgrass KC because Tallgrass KC may acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass KC's sole election. The Units in Tallgrass Equity, collectively with the Class B Shares, constitute derivative securities as described herein. /s/ Christopher R. Jones, Attorney-in-Fact 2018-06-15