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TEGP Tallgrass Energy GP, LP Class A Shares (delisted)

22.16
0.00 (0.00%)
28 Jun 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Tallgrass Energy GP, LP Class A Shares (delisted) NYSE:TEGP NYSE Ordinary Share
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 22.16 0.00 01:00:00

Statement of Changes in Beneficial Ownership (4)

16/06/2018 12:37am

Edgar (US Regulatory)


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DEHAEMERS DAVID G JR
2. Issuer Name and Ticker or Trading Symbol

Tallgrass Energy GP, LP [ TEGP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

4200 W. 115TH STREET, SUITE 350
3. Date of Earliest Transaction (MM/DD/YYYY)

6/14/2018
(Street)

LEAWOOD, KS 66211
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/14/2018     J (1) (2)    1403766   D   (1) (2) 29697863   I   See footnotes   (3) (4) (6)
Class A Shares                  608130   I   See footnotes   (5) (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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) (4) 6/14/2018     J   (1) (2)       1403766      (3) (4)   (3) (4) Class A Shares   1403766     (3) (4) 29697863   (7) I   See Footnotes   (3) (4) (6)

Explanation of Responses:
(1)  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 Delaware private 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").
(2)  (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.
(3)  Beneficial ownership of 29,416,692 Class B Shares of the Issuer and 29,416,692 Units in Tallgrass Equity referred to herein is held of record by Tallgrass KC and is being reported hereunder solely because the Reporting Person may be deemed to beneficially own such securities as a result of his status as the sole manager of Tallgrass KC. Beneficial ownership of the remaining 281,171 Class B Shares and 281,171 Units of Tallgrass Equity referred to herein is held of record by the David G. Dehaemers, Jr. Revocable Trust, dated April 26, 2006 (the "Dehaemers Revocable Trust") and is being reported hereunder solely because the Reporting Person may be deemed to beneficially own such securities as a result of his status as the Trustee of the Dehaemers Revocable Trust.
(4)  (Continued from Footnote 3) Pursuant to the Issuer Limited Partnership Agreement and the Tallgrass Equity LLC Agreement, Tallgrass KC and the Dehaemers Revocable Trust each have the right, from time to time, at their sole election, to immediately exchange their 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, the Reporting Person may be deemed to beneficially own the Class A Shares receivable upon exercise by Tallgrass KC or the Dehaemers Revocable Trust as a result of their respective exchange rights.
(5)  The Reporting Person indirectly owns the Class A Shares reported herein through the Dehaemers Revocable Trust, for which the Reporting Person serves as Trustee.
(6)  The Reporting Person disclaims beneficial ownership of the Class A Shares, Class B Shares and Units reported herein except to the extent of his pecuniary interest therein.
(7)  The Units in Tallgrass Equity, collectively with the Class B Shares, constitute derivative securities as described herein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DEHAEMERS DAVID G JR
4200 W. 115TH STREET, SUITE 350
LEAWOOD, KS 66211
X X President and CEO

Signatures
/s/ Christopher R. Jones, Attorney-in-Fact 6/15/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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