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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DEHAEMERS DAVID G JR 6640 WEST 143RD STREET, SUITE 200 OVERLAND PARK, KS 66223 |
X | President and CEO |
/s/ David G. Dehaemers, Jr | 03/10/2014 | |
**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) | The reporting person, when scheduling an internet-based transaction, inadvertently sold (rather than purchased) the aggregate of 1,000 common units representing limited partner interests ("Common Units") indicated hereby and immediately counterbalanced such inadvertent sale by purchasing 1,000 of the Common Units reported herein on the same day at a higher weighted average price, resulting in a financial loss to the reporting person. |
(2) | The reporting person's inadvertent sale of the Common Units described in footnote 1 may be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of 540 Common Units, with the reporting person's purchases on March 5, 2014 of (i) 40 Common Units at a price of $30.74 per Common Unit and (ii) 500 Common Units at a price of $31.23 per Common Unit. The reporting person has agreed to pay to Tallgrass Energy Partners, LP (the "Issuer") $45.33, representing the full amount of the theoretical profit realized in connection with the short-swing transaction, less transaction costs. In addition, the reporting person has agreed to pay to the Issuer any additional future profits realized in connection with short-swing transactions related to the inadvertent sale on March 6, 2014. |
(3) | The price reported in Column 4 is a weighted average price. These Common Units were purchased in multiple transactions at prices ranging from $31.50 to $31.57. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Units purchased at each separate price within the range set forth in this footnote. |
(4) | The reporting person indirectly owns the Common Units through the David G. Dehaemers, Jr. Revocable Trust, dated April 26, 2006, for which the reporting person serves as Trustee. |