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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Tallgrass Energy Holdings, LLC 4200 W. 115TH STREET, SUITE 350 LEAWOOD, KS 66211 |
X | |||
Tallgrass Operations, LLC 4200 W. 115TH STREET, SUITE 350 LEAWOOD, KS 66211 |
X | |||
Tallgrass Development, LP 4200 W. 115TH STREET, SUITE 350 LEAWOOD, KS 66211 |
X |
Tallgrass Energy Holdings, LLC, /s/ Chris Jones, Name: Chris Jones, Title: Assistant Secretary | 01/04/2016 | |
**Signature of Reporting Person | Date | |
Tallgrass Operations, LLC, /s/ Chris Jones, Name: Chris Jones, Title: Assistant Secretary | 01/04/2016 | |
**Signature of Reporting Person | Date | |
Tallgrass Development, LP By: Tallgrass Energy Holdings, LLC, its general partner, /s/ Chris Jones, Name: Chris Jones,Title: Assistant Secretary | 01/04/2016 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On January 4, 2016, the Issuer, Tallgrass Development, LP ("Tallgrass Development") and Tallgrass Operations, LLC ("Tallgrass Operations") entered into that certain Contribution and Transfer Agreement pursuant to which Tallgrass PXP Holdings, LLC, an indirect wholly-owned subsidiary of the Issuer, acquired 31.3% of the issued and outstanding membership interests in Tallgrass Pony Express Pipeline, LLC (the "Subject Interest") from Tallgrass Operations, effective as of January 1, 2016. The 6,518,000 common units representing limited partner interests acquired by Tallgrass Operations and reported herein were issued to Tallgrass Operations as partial consideration for the Issuer's acquisition of the Subject Interest. |
(2) | This Form 4 is being filed jointly by Tallgrass Energy Holdings, LLC ("Tallgrass Holdings"), Tallgrass Operations and Tallgrass Development. The securities of the Issuer are owned directly by Tallgrass Operations. Tallgrass Development directly owns 100% of the outstanding securities of Tallgrass Operations and Tallgrass Holdings is the general partner of Tallgrass Development. Tallgrass Holdings and Tallgrass Development may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Operations. Tallgrass Holdings and Tallgrass Development each disclaims beneficial ownership of the common units representing limited partner interests held by Tallgrass Operations except to the extent of its respective pecuniary interest therein. |
(3) | Tallgrass Holdings also directly owns 100% of the outstanding securities of TEGP Management, LLC, the general partner of Tallgrass Energy GP, LP, and Tallgrass Energy GP, LP is the managing member of Tallgrass Equity, LLC. Tallgrass Equity, LLC directly owns 20,000,000 common units representing limited partner interests of the Issuer. Tallgrass Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Equity, LLC. Tallgrass Holdings disclaims beneficial ownership of the common units representing limited partner interests held by Tallgrass Equity, LLC except to the extent of its pecuniary interest therein. |