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TGE Tallgrass Energy LP

22.39
0.00 (0.00%)
Pre Market
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Tallgrass Energy LP NYSE:TGE NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 22.39 0 00:00:00

Statement of Changes in Beneficial Ownership (4)

21/04/2020 9:32pm

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 *

MOLER WILLIAM R.
2. Issuer Name and Ticker or Trading Symbol

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

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

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

4/17/2020
(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 A Shares 4/17/2020  D(1)(2)  111850 D$22.45 (1)(2)1403766 I See footnote (4)
Class A Shares 4/17/2020  S(3)  1403766 D$26.25 (3)0 I See footnote (4)
Class A Shares         250000 (5)D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The William R. Moler Revocable Trust U.T.A. dated August 27, 2013 (the "Moler Revocable Trust") ceased to beneficially own the Class A shares representing limited partner interests ("Class A Shares") in the Issuer reported herein at the Effective Time (as defined below) of the merger (the "Merger") of Prairie Private Acquiror LP, a Delaware limited partnership ("Buyer"), with and into the Issuer, with the Issuer surviving the merger and continuing to exist as a Delaware limited partnership. The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of December 16, 2019 (the "Merger Agreement"), by and among the Issuer, Tallgrass Energy GP, LLC, a Delaware limited liability company, Buyer and Prairie Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Buyer ("Merger Sub"). The Merger closed and was effective at 7:02 a.m., Central Time, on April 17, 2020 (the "Effective Time").
(2) (Continued from Footnote 1) At the Effective Time, each Class A Share held by the Moler Revocable Trust immediately prior to the Merger (other than those Class A Shares purchased pursuant to the Purchase Agreement (as defined below)) converted into the right to receive $22.45 per Class A Share in cash without any interest thereon.
(3) On April 17, 2020, pursuant to that certain Purchase Agreement, dated April 17, 2020, by and between the Moler Revocable Trust and Merger Sub (the "Purchase Agreement"), the Moler Revocable Trust sold to Merger Sub 1,403,766 Class A Shares at a price per Class A Share of $26.25.
(4) Prior to the transactions described in Footnotes 1, 2 and 3, the Reporting Person indirectly owned the Class A Shares reported herein through the Moler Revocable Trust. The Reporting Person disclaimed beneficial ownership of the Class A Shares reported herein except to the extent of his pecuniary interest therein.
(5) Consists of (i) 125,000 equity participation shares in the Issuer (each, an "EPS") which will vest on October 31, 2022 and (ii) 125,000 EPSs which will vest on October 22, 2023. As further described in the Merger Agreement, each EPS held by the Reporting Person immediately prior to the Merger continued to remain outstanding, subject to the terms and conditions (including with respect to vesting and forfeiture) applicable to such award immediately prior to the Effective Time, provided that such EPSs will be settled at the time provided in the applicable award agreement in an amount of cash per EPS equal to the "Fair Market Value" (as defined in the Tallgrass MLP GP, LLC Long-Term Incentive Plan) of a Class A Share on the date of settlement.

Remarks:
Chief Executive Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MOLER WILLIAM R.
4200 W. 115TH STREET, SUITE 350
LEAWOOD, KS 66211
X
See Remarks

Signatures
/s/Christopher R. Jones, Attorney-in-Fact4/21/2020
**Signature of Reporting PersonDate

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