Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-19-011938
Date:2019-04-30
Issuer: TALLGRASS ENERGY, LP (TGE)
Original Submission Date:

Reporting Person:

ENAGAS U.S.A. LLC
PASEO DE LOS OLMOS, 19
MADRID, U3 28005

Reporting Person:

ENAGAS, S.A.
PASEO DE LOS OLMOS, 19
MADRID, U3 28005

Reporting Person:

ENAGAS HOLDING USA, S.L.U.
PASEO DE LOS OLMOS, 19
MADRID, U3 28005

Reporting Person:

ENAGAS INTERNACIONAL, S.L.U.
PASEO DE LOS OLMOS, 19
MADRID, 28005

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A SHARES 2019-04-30 P 44,748 a $24.15 525,663 indirect f2,f5,f6,f7
CLASS A SHARES 2019-04-30 P 65,252 a $24.15 766,524 indirect f3,f5,f6,f7
CLASS A SHARES 2019-05-01 P 48,962 a $23.92 574,625 indirect f2,f5,f6,f7
CLASS A SHARES 2019-05-01 P 71,396 a $23.92 837,920 indirect f3,f5,f6,f7
CLASS A SHARES 2019-05-02 P 58,986 a $23.77 633,611 indirect f2,f5,f6,f7
CLASS A SHARES 2019-05-02 P 86,014 a $23.77 923,934 indirect f3,f5,f6,f7
CLASS A SHARES 2019-04-30 0 $0.00 21,751,018 indirect f7
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 the purchases reported in this form 4 were effected pursuant to a rule 10b5-1 trading plan.
f2 these class a shares are owned directly by prairie secondary acquiror lp ("secondary acquiror 1").
f3 these class a shares are owned directly by prairie secondary acquiror e lp ("secondary acquiror 2").
f4 these class a shares are owned directly by prairie non-eci acquiror lp ("non-eci acquiror").
f5 bip holdings manager l.l.c. ("holdings manager") is the general partner of each of secondary acquiror 1, secondary acquiror 2 and non-eci acquiror (the "acquiror lps"). pursuant to the equityholders agreement dated as of march 11, 2019 (the "equityholders agreement"), the consent of enagas holding usa, s.l.u. ("enagas holding") and enagas u.s.a. llc ("enagas usa") are required in certain circumstances for holdings manager to direct the voting and disposition of the securities held by the acquiror lps. enagas, s.a. ("enagas") is the sole shareholder of enagas internacional, s.l.u., which is the sole shareholder of enagas holding, which is the sole member of enagas usa. enagas is a publicly traded corporation with shares listed on the madrid, barcelona, bilbao and valencia stock exchanges (spain).
f6 each of the reporting persons disclaims beneficial ownership of the securities held by the acquiror lps, except to the extent of such reporting person's pecuniary interest therein, and, pursuant to rule 16a-1(a)(4) under the securities exchange act of 1934, each of the reporting persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of section 16 or for any other purpose.
f7 information with respect to each of the reporting persons is given solely by such reporting person, and no reporting person has responsibility for the accuracy or completeness of information supplied by another reporting person.
f8 the price reported in column 4 is a weighted average price. these shares were purchased in multiple transactions at prices ranging from $24.01 to $24.34. the reporting persons undertake to provide tallgrass energy, lp (the "company"), any security holder of the company, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnotes 8 through 10 to this form 4.
f9 the price reported in column 4 is a weighted average price. these shares were purchased in multiple transactions at prices ranging from $23.78 to $24.20.
f10 the price reported in column 4 is a weighted average price. these shares were purchased in multiple transactions at prices ranging from $23.62 to $23.90.
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