Sec Form 4 Filing - Cook Roy Nolan @ Tallgrass Energy, LP - 2020-04-17

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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The following is an SEC EDGAR document rendered as filed.
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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
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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1. Name and Address of Reporting Person *
Cook Roy Nolan
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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
4200 W. 115TH STREET, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
04/17/2020
(Street)
LEAWOOD, KS66211
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 04/17/2020 D( 1 )( 2 ) 120,165 D $ 22.45 ( 1 ) ( 2 ) 3,000 D
Class A Shares 04/21/2020 D( 3 ) 3,000 D $ 22.45 ( 3 ) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cook Roy Nolan
4200 W. 115TH STREET, SUITE 350
LEAWOOD, KS66211
X
Signatures
/s/Christopher R. Jones, Attorney-in-Fact 04/21/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person 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 Reporting Person immediately prior to the Merger converted into the right to receive $22.45 per Class A Share in cash without any interest thereon.
( 3 )On April 17, 2020, as a result of the transaction described in Footnotes 1 and 2, 3,000 equity participation shares in the Issuer ("EPSs") held by the Reporting Person automatically vested. The vested EPSs were settled with the Reporting Person on April 21, 2020 in an amount of cash per EPS equal to $22.45, the price paid per Class A Share under the Merger Agreement, in accordance with the Tallgrass MLP GP, LLC Long-Term Incentive Plan and the award agreement governing such EPSs.

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).

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