SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Kelso GP VIII, LLC

(Last) (First) (Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tallgrass Energy GP, LP [ TEGP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B shares 05/12/2015 A(1)(2)(3) 42,421,521 A $0.00 42,421,521 I(4)(5)(6)(7)(8) By partnership
Class B shares 05/12/2015 D(1)(2)(3)(9)(10) 2,281,821 D $0.00 40,139,699 I(5)(6)(7)(8)(11) By partnership
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Units in Tallgrass Equity, LLC (3) 05/12/2015 J(1)(2)(3)(12) 42,421,521(12) (1)(2)(3) (1)(2)(3) Class A shares 42,421,521 (1)(2) 42,421,521 I(5)(6)(7)(8)(13) By partnership
Units in Tallgrass Equity, LLC (3) 05/12/2015 J(9)(10)(12) 2,281,821(12) (1)(2)(3) (1)(2)(3) Class A shares 2,281,821 $27.6225 40,139,699 I(5)(6)(7)(8)(14) By partnership
1. Name and Address of Reporting Person*
Kelso GP VIII, LLC

(Last) (First) (Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KIA VIII (Rubicon) GP, L.P.

(Last) (First) (Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KIA VIII (Rubicon), L.P.

(Last) (First) (Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KEP VI AIV (Rubicon), LLC

(Last) (First) (Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
GREENWOOD VILLAGE NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NICKELL FRANK T

(Last) (First) (Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WALL THOMAS R IV

(Last) (First) (Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MATELICH GEORGE E

(Last) (First) (Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GOLDBERG MICHAEL B

(Last) (First) (Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WAHRHAFTIG DAVID I

(Last) (First) (Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BYNUM FRANK K

(Last) (First) (Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Partnership Agreement"), the existing limited partner interests in the Issuer that may be deemed to be beneficially owned by the Reporting Persons and owned of record by KIA VIII (Rubicon), L.P. ("KIA VIII") and KEP VI AIV (Rubicon), LLC ("KEP VI AIV") were converted into 42,421,521 Class B shares of the Issuer (the "Class B shares"), consisting of 36,130,552 Class B shares owned of record by KIA VIII and 6,290,969 Class B shares owned of record by KEP VI AIV.
2. Pursuant to the Second Amended and Restated Limited Liability Company Agreement (the "Tallgrass Equity LLC Agreement") of Tallgrass Equity, LLC ("Tallgrass Equity") dated May 12, 2015, the existing limited liability company interests in Tallgrass Equity that may be deemed to be beneficially owned by the Reporting Persons and owned of record by KIA VIII and KEP VI AIV were converted into 42,421,521 Units of limited liability company interest in Tallgrass Equity (the "Units"), consisting of 36,130,552 Units owned of record by KIA VIII and 6,290,969 Units owned of record by KEP VI AIV.
3. Pursuant to 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 (each Class B share and Unit so exchanged, together, an "Exchange Unit") for a like number of Class A shares of the Issuer (the "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.
4. Consists of 36,130,552 Class B shares owned of record by KIA VIII and 6,290,969 Class B shares owned of record by KEP VI AIV following the transactions reported in this line of this Form 4.
5. 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. 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 except to the extent of its respective pecuniary interest, if any, therein, 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 purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
6. 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 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 purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
7. 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 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 purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
8. 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 (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, 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 purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
9. Pursuant to the Tallgrass Equity LLC Agreement executed in connection with the closing of the initial public offering of the Issuer on May 12, 2015, KIA VIII and KEP VI AIV agreed that if underwriters in the Issuer's initial public offering exercised the option granted to them in the underwriting agreement (the "Option"), the Issuer would issue additional Class A shares and use the proceeds thereof to purchase a corresponding number of Units from the existing holders thereof, including KIA VIII and KEP VI AIV.
10. On May 12, 2015, (i) the underwriters and the Issuer closed on the Option, whereby the underwriters purchased an additional 6,225,000 Class A Shares, and (ii) the Issuer (a) purchased 1,943,435 Units from KIA VIII and 338,387 Units from KEP VI AIV (representing KIA VIII and KEP VI AIV's respective pro rata share of the Option based on KIA VIII and KEP VI AIV's respective ownership percentages of the outstanding Units) for $27.6225/Unit (representing the gross proceeds per Class A share issued in the initial public offering of the Issuer less the underwriting discount) and (b) redeemed, for no additional consideration, an equal aggregate number of Class B shares from KIA VIII and KEP VI AIV.
11. Consists of 34,187,117 Class B shares owned of record by KIA VIII and 5,952,582 Class B shares owned of record by KEP VI AIV following the transactions reported in this line of this Form 4.
12. The Units, collectively with the Class B shares, constitute the derivative securities described herein.
13. Consists of 36,130,552 Units owned of record by KIA VIII and 6,290,969 Units owned of record by KEP VI AIV following the transactions reported in this line of this Form 4.
14. Consists of 34,187,117 Units owned of record by KIA VIII and 5,952,582 Units owned of record by KEP VI AIV following the transactions reported in this line of this Form 4.
Remarks:
Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same securities by the following joint filers: 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.
Kelso GP VIII, LLC, By: /s/ James J. Connors, II, Managing Member 05/13/2015
KIA VIII (Rubicon) GP, L.P., By: Kelso GP VIII, LLC, its General Partner; By: /s/ James J. Connors, II, Managing Member 05/13/2015
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/ James J. Connors, II, Managing Member 05/13/2015
KEP VI AIV (Rubicon), LLC, By: /s/ James J. Connors, II, Managing Member 05/13/2015
By: /s/ James J. Connors, II, Attorney-in-Fact for Frank T. Nickell 05/13/2015
By: /s/ James J. Connors, II, Attorney-in-Fact for Thomas R. Wall IV 05/13/2015
By: /s/ James J. Connors, II, Attorney-in-Fact for George E. Matelich 05/13/2015
By: /s/ James J. Connors, II, Attorney-in-Fact for Michael B. Goldberg 05/13/2015
By: /s/ James J. Connors, II, Attorney-in-Fact for David I. Wahrhaftig 05/13/2015
By: /s/ James J. Connors, II, Attorney-in-Fact for Frank K. Bynum, Jr. 05/13/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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