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Sec Form 4 Filing - BERNEY PHILIP E @ Tallgrass Energy GP LP - 2016-11-22

  1. About Form 4 Filing: 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. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
BERNEY PHILIP E
2. Issuer Name and Ticker or Trading Symbol
Tallgrass Energy GP, LP [ TEGP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O KELSO AND COMPANY, 320 PARK AVENUE, 24TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/22/2016
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 B shares 11/22/2016 X( 1 )( 2 )( 3 ) 5,058,497 D $ 0 35,081,202 I ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) By partnership
Class A shares 11/22/2016 X( 1 )( 2 )( 3 ) 5,058,497 A 5,058,497 I ( 5 ) ( 6 ) ( 7 ) ( 8 ) By partnership
Class A shares 11/22/2016 S 5,058,497 D $ 21.846 ( 9 ) 0 I By partnership
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
Units in Tallgrass Equity, LLC ( 1 ) 11/22/2016 X( 1 )( 2 )( 3 )( 10 ) 5,058,497 ( 10 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A shares 5,058,497 $ 21.846 ( 9 ) 35,081,202 I ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 11 ) By partnership
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BERNEY PHILIP E
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY10022
X
Connors James J II
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY10022
X
Moore Church M
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY10022
X
Collins Christopher L
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY10022
X
Alexander Anna Lynn
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY10022
X
Matlin Howard A.
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY10022
X
Kim John K
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY10022
X
Mannix Henry III
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY10022
X
Loverro Frank J
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY10022
X X
OSBORNE STANLEY DE J
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY10022
X X
Signatures
By: /s/ Rosanna T. Leone, Attorney-in-Fact for Philip E. Berney 11/23/2016
** Signature of Reporting Person Date
By: /s/ Rosanna T. Leone, Attorney-in-Fact for James J. Connors, II 11/23/2016
** Signature of Reporting Person Date
By: /s/ Rosanna T. Leone, Attorney-in-Fact for Church M. Moore 11/23/2016
** Signature of Reporting Person Date
By: /s/ Rosanna T. Leone, Attorney-in-Fact for Christopher L. Collins 11/23/2016
** Signature of Reporting Person Date
By: /s/ Rosanna T. Leone, Attorney-in-Fact for A. Lynn Alexander 11/23/2016
** Signature of Reporting Person Date
By: /s/ Rosanna T. Leone, Attorney-in-Fact for Howard A. Matlin 11/23/2016
** Signature of Reporting Person Date
By: /s/ Rosanna T. Leone, Attorney-in-Fact for John K. Kim 11/23/2016
** Signature of Reporting Person Date
By: /s/ Rosanna T. Leone, Attorney-in-Fact for Henry Mannix, III 11/23/2016
** Signature of Reporting Person Date
By: /s/ Rosanna T. Leone, Attorney-in-Fact for Frank J. Loverro 11/23/2016
** Signature of Reporting Person Date
By: /s/ Rosanna T. Leone, Attorney-in-Fact for Stanley de J. Osborne 11/23/2016
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Partnership Agreement"), KIA VIII (Rubicon), L.P. ("KIA VIII") and KEP VI AIV (Rubicon), LLC ("KEP VI AIV") each have the right, at any time following the expiration of a lock-up period and from time to time, to immediately exchange (the "Exchange Right") Class B shares of the Issuer (the "Class B shares") and a corresponding number of Units of limited liability company interest in Tallgrass Equity, LLC ("Tallgrass Equity", and such Units, the "Units", and each Class B share and Unit so exchanged, together, an "Exchange Unit") for a like number of Class A shares of the Issuer (the "Class A shares"), not to exceed, in the aggregate, the total number of Exchange Units held by KIA VIII or KEP VI AIV, as applicable. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right.
( 2 )On November 22, 2016, in connection with and immediately prior to the closing of the secondary offering of the Issuer on November 22, 2016, and the underwriter and the selling shareholders closing on the Option, KIA VIII and KEP VI AIV exercised their Exchange Right with respect to some of their Exchange Units, including KIA VIII and KEP VI AIV's respective pro rata shares of the Option based on KIA VIII and KEP VI AIV's respective ownership percentages of the outstanding Exchange Units, whereby the Issuer exchanged 4,308,339 Exchange Units held by KIA VIII and 750,158 Exchange Units held by KEP VI AIV on a one-for-one basis for a total of 5,058,497 Class A shares.
( 3 )Pursuant to an underwriting agreement entered into on November 17, 2016 by the underwriter and the selling shareholders (including KIA VIII and KEP VI AIV), in connection with the secondary offering of the Issuer, the underwriter has the option (the "Option") to purchase 1,350,000 additional Class A shares from the selling shareholders in the secondary offering of the Issuer.
( 4 )Consists of 29,878,778 Class B shares owned of record by KIA VIII and 5,202,424 Class B shares owned of record by KEP VI AIV following the transactions reported in this line of this Form 4.
( 5 )Kelso GP VIII, LLC ("GP VIII, LLC") is the general partner of KIA VIII (Rubicon) GP, L.P. ("GP VIII, L.P." and, together with GP VIII, LLC, the "Kelso GPs"). GP VIII, L.P. is the general partner of KIA VIII. GP VIII, LLC and GP VIII, L.P. could be deemed to share beneficial ownership of securities owned of record or deemed to be beneficially owned by KIA VIII. GP VIII, LLC and GP VIII, L.P. each disclaim beneficial ownership of all of the securities reported herein except to the extent of its respective pecuniary interest, if any, therein, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
( 6 )KIA VIII and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the other's securities. KIA VIII and KEP VI AIV each disclaim beneficial ownership of all of the securities deemed to be beneficially owned by the other and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
( 7 )The Kelso GPs and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the other's securities. The Kelso GPs and KEP VI AIV each disclaim beneficial ownership of all of the securities owned of record or deemed to be beneficially owned by the other or owned of record by KIA VIII and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
( 8 )Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim, Henry Mannix, III, Mathew S. Edgerton, and Stephen C. Dutton (the "Kelso Individuals") could be deemed to share beneficial ownership of securities owned of record by KIA VIII and KEP VI AIV or deemed to be beneficially owned by GP VIII, LLC or GP VIII, L.P., by virtue of their status as managing members of KEP VI AIV and of GP VIII, LLC. The Kelso Individuals each disclaim beneficial ownership of such securities, and this report shall not be deemed to be an admission that any of the Kelso Individuals is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
( 9 )Represents the gross proceeds per Class A share sold in the secondary offering of the Issuer less the underwriting discount.
( 10 )The Units, collectively with the Class B shares, constitute the derivative securities described herein.
( 11 )Consists of 29,878,778 Units owned of record by KIA VIII and 5,202,424 Units owned of record by KEP VI AIV following the transactions reported in this line of this Form 4.

Remarks:
Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of three filed today reporting on the same securities by the following joint filers: Kelso GP VIII, LLC; KIA VIII (Rubicon) GP, L.P.; KIA VIII (Rubicon), L.P.; KEP VI AIV (Rubicon), LLC; Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim, Henry Mannix, III, Matthew S. Edgerton and Stephen C. Dutton.

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 Number.