Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-19-013128
Date:2019-05-08
Issuer: TALLGRASS ENERGY, LP (TGE)
Original Submission Date:

Reporting Person:

BLACKSTONE INFRASTRUCTURE ASSOCIATES L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE NEW YORK, NY 10154

Reporting Person:

PRAIRIE SECONDARY ACQUIROR LP
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE NEW YORK, NY 10154

Reporting Person:

PRAIRIE SECONDARY ACQUIROR E LP
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE NEW YORK, NY 10154

Reporting Person:

BIP HOLDINGS MANAGER L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE NEW YORK, NY 10154

Reporting Person:

BIA GP L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE NEW YORK, NY 10154

Reporting Person:

BIA GP L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE NEW YORK, NY 10154

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 2019-05-08 P 48,816 a $24.22 773,510 indirect f2,f5,f6,f7,f8
CLASS A SHARES 2019-05-08 P 71,184 a $24.22 1,127,935 indirect f3,f5,f6,f7,f8
CLASS A SHARES 2019-05-08 0 $0.00 21,751,018 indirect f8
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 representing limited partner interests ("class a shares") of tallgrass energy, lp ("tge") 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. is the general partner of each of secondary acquiror 1, secondary acquiror 2 and non-eci acquiror (the "acquiror lps"). blackstone infrastructure associates l.p. is the managing member of bip holdings manager l.l.c. the general partner of blackstone infrastructure associates l.p. is bia gp l.p. the general partner of bia gp l.p. is bia gp l.l.c. the sole member of bia gp l.l.c. is blackstone holdings iii l.p. the general partner of blackstone holdings iii l.p. is blackstone holdings iii gp l.p. the general partner of blackstone holdings iii gp l.p. is blackstone holdings iii gp management l.l.c. the sole member of blackstone holdings iii gp management l.l.c. is the blackstone group l.p. the general partner of the blackstone group l.p. is blackstone group management l.l.c. blackstone group management l.l.c. is wholly-owned by blackstone's senior managing directors and controlled by its founder, stephen a. schwarzman.
f6 each of the reporting persons (other than each of the acquiror lps to the extent they directly hold securities reported herein), 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 (other than each of the acquiror lps to the extent they directly hold securities reported herein) 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 due to the limitations of the electronic filing system certain reporting persons are filing a separate form 4.
f8 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.
f9 the price reported in column 4 is a weighted average price. these shares were purchased in multiple transactions ranging from $24.05 to $24.50, inclusive. the reporting persons undertake to provide to tge, any security holder of tge, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares purchased at each separate price in the range set forth above.
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