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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 | ||||||||
Subordinated Units representing limited partner interests | $ 0 | 05/17/2013 | J(2) | 16,200,000 | (3) | (3) | Common Units | 16,200,000 | (2) | 16,200,000 | I | See footnotes (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Tallgrass GP Holdings, LLC 6640 W. 143RD STREET, SUITE 200 OVERLAND PARK, KS 66223 |
X | |||
Tallgrass Development GP, LLC 6640 W. 143RD STREET, SUITE 200 OVERLAND PARK, KS 66223 |
X | |||
Tallgrass Development, LP 6640 W. 143RD STREET, SUITE 200 OVERLAND PARK, KS 66223 |
X | |||
Tallgrass Operations, LLC 6640 W. 143RD STREET, SUITE 200 OVERLAND PARK, KS 66223 |
X |
Tallgrass GP Holdings, LLC, /s/ George E. Rider, George E. Rider, Executive Vice President, General Counsel and Secretary | 05/20/2013 | |
**Signature of Reporting Person | Date | |
Tallgrass Development GP, LLC, /s/ George E. Rider, George E. Rider, Executive Vice President, General Counsel and Secretary | 05/20/2013 | |
**Signature of Reporting Person | Date | |
Tallgrass Development, LP, by: Tallgrass Development GP, LLC, its General Partner, /s/ George E. Rider, George E. Rider, Executive Vice President, General Counsel and Secretary | 05/20/2013 | |
**Signature of Reporting Person | Date | |
Tallgrass Operations, LLC, /s/ George E. Rider, George E. Rider, Executive Vice President, General Counsel and Secretary | 05/20/2013 | |
**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) | This Form 4 is being filed jointly by Tallgrass GP Holdings, LLC ("Tallgrass GP Holdings"), Tallgrass Development GP, LLC ("Tallgrass Development GP"), Tallgrass Development, LP ("Tallgrass Development") and Tallgrass Operations, LLC ("Tallgrass Operations" and, together with Tallgrass GP Holdings, Tallgrass Development GP and Tallgrass Development, the "Reporting Persons"). The securities of the Isser are owned directly by Tallgrass Operations. Tallgrass GP Holdings directly owns 100% of the outstanding membership interests of Tallgrass Development GP. Tallgrass Development GP is the general partner of Tallgrass Development. Tallgrass Development directly owns 100% of the outstanding securities of Tallgrass Operations. Tallgrass GP Holdings, Tallgrass Development GP and Tallgrass Development may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Operations. |
(2) | In connection with the initial public offering of the Issuer's Common Units representing limited partner interests ("Common Units"), pursuant to that certain Contribution, Conveyance and Assumption Agreement, by and among the Reporting Persons, the Issuer and the other parties thereto, dated May 17, 2013, Tallgrass Operations contributed certain assets to the Issuer and received in exchange 9,292,500 Common Units and 16,200,000 Subordinated Units representing limited partner interests in the Issuer ("Subordinated Units"). |
(3) | The Subordinated Units have no expiration date and will convert into Common Units on a one-for-one basis at the end of the "subordination period" described in the Issuer's Prospectus (File No. 333-187595) filed with the Securities and Exchange Commission on May 14, 2013. |