0001104659-18-007971.txt : 20180209 0001104659-18-007971.hdr.sgml : 20180209 20180209131215 ACCESSION NUMBER: 0001104659-18-007971 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180209 DATE AS OF CHANGE: 20180209 GROUP MEMBERS: ANNA LYNN ALEXANDER GROUP MEMBERS: CHRISTOPHER L. COLLINS GROUP MEMBERS: CHURCH M. MOORE GROUP MEMBERS: DAVID I. WAHRHAFTIG GROUP MEMBERS: FRANK J. LOVERRO GROUP MEMBERS: FRANK K. BYNUM, JR. GROUP MEMBERS: FRANK T. NICKELL GROUP MEMBERS: GEORGE E. MATELICH GROUP MEMBERS: HENRY MANNIX, III GROUP MEMBERS: HOWARD A. MATLIN GROUP MEMBERS: JAMES J. CONNORS, II GROUP MEMBERS: JOHN K. KIM GROUP MEMBERS: KEP VI AIV (RUBICON), LLC GROUP MEMBERS: KIA VIII (RUBICON) GP, L.P. GROUP MEMBERS: KIA VIII (RUBICON), L.P. GROUP MEMBERS: MATTHEW S. EDGERTON GROUP MEMBERS: MICHAEL B. GOLDBERG GROUP MEMBERS: PHILIP E. BERNEY GROUP MEMBERS: STANLEY DE J. OSBORNE GROUP MEMBERS: STEPHEN C. DUTTON GROUP MEMBERS: THOMAS R. WALL, IV SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88849 FILM NUMBER: 18590182 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kelso GP VIII, LLC CENTRAL INDEX KEY: 0001421180 IRS NUMBER: 640961879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-751-3939 MAIL ADDRESS: STREET 1: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 a18-5758_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 


 

 

SCHEDULE 13D

 

(Rule 13d-101)

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)

 


 

Tallgrass Energy GP, LP

(Name of Issuer)

 

Class A shares

(Title of Class of Securities)

 

874696 107

(CUSIP Number)

 

James J. Connors, II 

c/o Kelso & Company

320 Park Avenue, 24th Floor

New York, New York 10022

Telephone: (212) 751-3939

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

February 7, 2018

(Date of Event Which Requires Filing of this Statement)


 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Kelso GP VIII, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
OO

 


*

Beneficial ownership of the Class A shares representing limited partner interests of the Issuer (“Class A shares”) referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares representing limited partner interests of the Issuer (“Class B shares”) owned of record by KIA VIII (Rubicon), L.P. (“KIA VIII”) and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV (Rubicon), LLC (“KEP VI AIV”), which are exchangeable for Class A shares as described herein. Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the “Partnership Agreement”), KIA VIII and KEP VI AIV will each have the right, at any time following the expiration of a lock-up period and from time to time, to immediately exchange (the “Exchange Right”) Class B shares and a corresponding number of Units of limited liability company interest (the “Units”) in Tallgrass Equity, LLC (each Class B share and Unit so exchanged, together, an “Exchange Unit”), for a like number of Class A shares, not to exceed, in the aggregate, the total number of Exchange Units held by KIA VIII or KEP VI AIV, as applicable. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report on Form 8-K related to the Merger (as defined below). This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

2



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
KIA VIII (Rubicon) GP, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
PN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report of Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622  newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

3



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
KIA VIII (Rubicon), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
PN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report on Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

4



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
KEP VI AIV (Rubicon), LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
OO

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report on Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

5



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Frank T. Nickell

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

**

Based on the total number of Class A shares (58,075,000) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report of Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

6



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Thomas R. Wall, IV

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report of Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

7



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
George E. Matelich

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 5,202,424 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report on Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

8



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Michael B. Goldberg

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report of Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

9



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
David I. Wahrhaftig

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of the date of the Issuer’s Current Report on Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

10



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Frank K. Bynum, Jr.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report on Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622  newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

11



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Philip E. Berney

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report on Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

12



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Frank J. Loverro

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report on Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

13



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
James J. Connors, II

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report of Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

14



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Church M. Moore

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report on Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

15



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Stanley de J. Osborne

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding February 7, 2018, the date of the Issuer’s Current Report on Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

16



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Christopher L. Collins

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report on Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

17



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Anna Lynn Alexander

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report on Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

18



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Howard A. Matlin

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report on Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

19



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
John K. Kim

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report on Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

20



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Henry Mannix, III

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report on Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

21



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Matthew S. Edgerton

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report on Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

22



 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Stephen C. Dutton

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
46,727,603 Class A shares*

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
46,727,603 Class A shares*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,727,603 Class A shares*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
44.6%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


*

Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof.

 

 

**

Based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report on Form 8-K related to the Merger. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent approximately 25.3% of the Class A shares.

 

23



 

Amendment No. 2 to Schedule 13D

 

This Amendment No. 2 amends and supplements the Schedule 13D, dated May 22, 2015, as amended and supplemented to date.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended by inserting the following information:

 

On February 7, 2018, the Issuer, Tallgrass Development, LP, a Delaware limited partnership (“Development”), Tallgrass Equity, LLC, a Delaware limited liability company (“TE”), Tallgrass Development Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of TE (“Merger Sub”), and, for certain limited purposes, Tallgrass Energy Holdings, LLC, a Delaware limited liability company (“Holdings”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Development merged with and into Merger Sub, with Merger Sub remaining as the surviving company (the “Merger”), in exchange for (i) 27,554,785 units representing limited liability company interests in TE (“Units”), and (ii) 27,554,785 Class B Shares (as defined in the Issuer’s limited partnership agreement) (such Units and Class B Shares, together, the “Merger Consideration”).  The Merger Consideration was paid to the limited partners of Development upon the closing of the Merger and such recipients were also granted certain registration rights with respect to the Merger Consideration under an existing registration rights agreement entered into by the Partnership and certain Class B shareholders  The Merger Consideration was paid to the limited partners of Development upon the closing of the Merger.   Pursuant to the terms of the Merger Agreement, Merger Consideration of 9,919,280 Units and Class B Shares were issued to KIA VIII and 1,727,121 Units and Class B Shares were issued to KEP VI AIV, in their respective capacities as limited partners of Development.

 

24



 

Item 5. Interest in Securities of the Issuer.

 

Item 5 is hereby amended and restated in its entirety as follows:

 

(a) KIA VIII owns of record 39,798,058 Class B shares and KEP VI AIV owns of record 6,929,545 Class B shares, which, based on the total number of Class A shares (58,085,002) issued and outstanding as of February 7, 2018, the date of the Issuer’s Current Report on Form 8-K related to the Merger, and assuming the Reporting Persons’ exercise of the Exchange Right in full, represents 38.0% and 6.6% of the outstanding Class A shares (on an as-converted basis assuming full exercise of the Reporting Persons’ Exchange Right. This calculation does not include exchange of the 79,981,622 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 79,981,622 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons’ beneficial ownership would represent an aggregate of approximately 25.3% of the Class A shares.

 

Kelso GP VIII, LLC (“GP VIII, LLC”) is the general partner of KIA VIII (Rubicon) GP, L.P. (“GP VIII, L.P.” and, together with GP VIII, LLC, the “Kelso GPs”). GP VIII, L.P. is the general partner of KIA VIII. Neither of the Kelso GPs owns of record any Class B shares or other equity of the Issuer. However, GP VIII, LLC and GP VIII, L.P. could be deemed to share beneficial ownership of securities owned of record or deemed to be beneficially owned by KIA VIII. GP VIII, LLC and GP VIII, L.P. each disclaim beneficial ownership of all of the securities reported herein pursuant to Rule 13d-4 under the Act, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for the purposes of Sections 13(d) or 13(g) of the Act or for any other purposes.

 

KIA VIII and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the other’s securities. KIA VIII and KEP VI AIV each disclaim beneficial ownership of all of the securities deemed to be beneficially owned by the other pursuant to Rule 13d-4 under the Act, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for the purposes of Sections 13(d) or 13(g) of the Act or for any other purposes.

 

Neither of the Kelso GPs owns of record any Class B shares or other equity of the Issuer. However, the Kelso GPs and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the other’s securities. The Kelso GPs and KEP VI AIV each disclaim beneficial ownership of all of the securities owned of record or deemed to be beneficially owned by the other or owned of record by KIA VIII pursuant to Rule 13d-4 under the Act, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for the purposes of Sections 13(d) or 13(g) of the Act or for any other purposes.

 

None of Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim, Henry Mannix, III, Matthew S. Edgerton and Stephen C. Dutton (the “Kelso Individuals”) owns of record any Class B shares or other equity of the Issuer. However, the Kelso Individuals could be deemed to share beneficial ownership of securities owned of record by KIA VIII and KEP VI AIV or deemed to be beneficially owned by GP VIII, LLC or GP VIII, L.P., by virtue of their status as managing members of KEP VI AIV and of GP VIII, LLC. The Kelso Individuals each disclaim beneficial ownership of such securities pursuant to Rule 13d-4 under the Act, and this report shall not be deemed to be an admission that any of the Kelso Individuals is the beneficial owner of these securities for the purposes of Sections 13(d) or 13(g) of the Act or for any other purposes.

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons (other than by KIA VIII and KEP VI AIV, solely with respect to their respective holdings of the Class B shares that they own of record) that it is the beneficial owner of any of the Class B shares referred to herein for the purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person (other than by KIA VIII and KEP VI AIV, solely with respect to their respective holdings of the Class B shares that they own of record).

 

25



 

(b) The information set forth in Items 7 through 11 of the cover pages hereto and the information set forth in Item 2 hereof are incorporated herein by reference.

 

(c) The information set forth in Item 4 hereof is incorporated herein by reference. Except as otherwise set forth in this Schedule 13D, none of the Reporting Persons has effected any transactions in Common Units in the past 60 days.

 

(d) Class B shares are not entitled to receive distributions, and are not registered under the Securities Act of 1933, as amended, and as such are subject to restrictions on transfer. Subject to the foregoing, and taking into account the Exchange Rights with respect to the Class B shares, the Reporting Persons have the right to receive distributions on Class A shares received in exchange for, and the proceeds from the sale of, the Class B shares reported by such Reporting Persons on the cover pages of this Schedule 13D and in this Item 5.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 is hereby amended by inserting the following information:

 

The information set forth in Item 4 is hereby incorporated by reference.

 

[Signatures Follow]

 

26



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

Date: February 9, 2018

 

 

 

Kelso GP VIII, LLC

 

 

 

 

By:

/s/ Howard A. Matlin

 

 

Howard A. Matlin

 

 

its Managing Member

 

 

 

 

 

KIA VIII (Rubicon) GP, L.P.

 

 

 

 

By:

Kelso GP VIII, LLC,

 

 

its general partner

 

 

 

 

By:

/s/ Howard A. Matlin

 

 

Howard A. Matlin

 

 

its Managing Member

 

 

 

 

 

KIA VIII (Rubicon), L.P.

 

 

 

 

By:

KIA VIII (Rubicon) GP, L.P.,

 

 

its general partner

 

 

 

 

By:

Kelso GP VIII, LLC,

 

 

its general partner

 

 

 

 

By:

/s/ Howard A. Matlin

 

 

Howard A. Matlin

 

 

its Managing Member

 

 

 

 

 

KEP VI AIV (Rubicon), LLC

 

 

 

 

By:

/s/ Howard A. Matlin

 

 

Howard A. Matlin

 

 

its Managing Member

 

 

 

 

 

Frank T. Nickell

 

 

 

 

 

   *

 

27



 

 

Thomas R. Wall, IV

 

 

 

 

 

   *

 

 

 

 

 

George E. Matelich

 

 

 

 

 

   *

 

 

 

 

 

Michael B. Goldberg

 

 

 

 

 

   *

 

 

 

 

 

David I. Wahrhaftig

 

 

 

 

 

   *

 

 

 

 

 

Frank K. Bynum, Jr.

 

 

 

 

 

   *

 

 

 

 

 

Philip E. Berney

 

 

 

 

 

   *

 

 

 

 

 

Frank J. Loverro

 

 

 

 

 

   *

 

28



 

 

James J. Connors, II

 

 

 

 

 

   *

 

 

 

 

 

Church M. Moore

 

 

 

 

 

   *

 

 

 

 

 

Stanley de J. Osborne

 

 

 

 

 

   *

 

 

 

 

 

Christopher L. Collins

 

 

 

 

 

   *

 

 

 

 

 

A. Lynn Alexander

 

 

 

 

 

   *

 

 

 

 

 

 Howard A. Matlin

 

 

 

 

 

/s/ Howard A. Matlin

 

 

 

 

 

John K. Kim

 

 

 

 

 

   *

 

29



 

 

Henry Mannix, III

 

 

 

 

 

   *

 

 

 

 

 

Matthew S. Edgerton

 

 

 

 

 

   *

 

 

 

 

 

Stephen C. Dutton

 

 

 

 

 

   *

 

 

 

 

 

*By:

/s/ Howard A. Matlin

 

 

 

Howard A. Matlin

 

 

Attorney-in-Fact**

 

 

** The Powers of Attorney filed with the Securities and Exchange Commission with the Forms 3, dated May 11, 2015, in respect of the securities of Tallgrass Energy GP, LP by Kelso GP VIII, LLC, KIA VIII (Rubicon) GP, L.P., KIA VIII (Rubicon), L.P., KEP VI AIV (Rubicon), LLC, Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim and Henry Mannix, III and the Powers of Attorney filed with the Securities and Exchange Commission with the Forms 3, dated March 21, 2016, in respect of the securities of Tallgrass Energy GP, LP by Matthew S. Edgerton and Stephen C. Dutton are hereby incorporated by reference.

 

30