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Filing Details

Accession Number:: 0000899243-19-007595
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-03-13 18:57:38
Reporting Period:: 2019-03-11

Accepted Time:: 2019-03-13 18:57:38
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1633651	Tallgrass Energy Lp	TGE	()	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1562658	Tallgrass Kc, Llc	4200 W. 115Th Street, Suite 350 Leawood KS 66211		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Shares	Disposition	2019-03-11	1,481,754	$0.00	27,934,938	No	4	J	Direct
Class B Shares	Disposition	2019-03-11	27,934,938	$0.00	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Shares	Units in Tallgrass Equity, LLC	Disposition	2019-03-11	1,481,754	$0.00	1,481,754	$0.00
Class A Shares	Units in Tallgrass Equity, LLC	Disposition	2019-03-11	27,934,938	$0.00	27,934,938	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
27,934,938			No	4	J	Direct
0			No	4	S	Direct

Footnotes

On March 11, 2019, Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), redeemed from certain of its members an aggregate of 1,481,754 TEGP Tracking Units in Tallgrass KC ("TEGP Tracking Units") in exchange for a distribution to such redeeming members of an aggregate of 1,481,754 Units representing limited liability company interests ("Units") in Tallgrass Equity, LLC ("Tallgrass Equity") and a corresponding number of Class B shares of the Issuer ("Class B Shares") underlying such TEGP Tracking Units.
(Continued from Footnote 1) Such redemptions occurred as part of the transactions contemplated by that certain Purchase Agreement (as amended, the "Purchase Agreement"), dated January 30, 2019, by and among Tallgrass Energy Holdings, LLC, a Delaware limited liability company, Tallgrass KC and the other Sellers named therein, Prairie ECI Acquiror LP, a Delaware limited partnership ("Up-C Acquiror 1"), Prairie VCOC Acquiror LP, a Delaware limited partnership ("Up-C Acquiror 2" and together with Up-C Acquiror 1, "Up-C Acquirors"), and the other Purchasers named therein, and the Seller Representatives named therein, as amended.
On March 11, 2019, following the redemptions described in footnotes 1 and 2, pursuant to the Purchase Agreement and among the other transactions consummated pursuant thereto, Tallgrass KC sold to Up-C Acquirors all of the Units and Class B Shares (one Unit and one Class B Share, together, an "Up-C Interest") then owned by Tallgrass KC at a price per Up-C Interest of $22.43.
Prior to the redemptions described in footnotes 1 and 2 and the transactions described in footnote 3, pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Issuer, dated July 2, 2018, and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, dated May 12, 2015, Tallgrass KC had 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 of the Issuer ("Class A Shares"). As a result, all Class B Shares and Units owned by Tallgrass KC, whether or not exchanged, may have been deemed to constitute Class A Shares beneficially owned by Tallgrass KC because Tallgrass KC had the right to acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass KC's sole election.
The Units, collectively with the Class B Shares, constitute derivative securities as described herein.