SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DEHAEMERS DAVID G JR

(Last) (First) (Middle)
6640 WEST 143RD STREET, SUITE 200

(Street)
OVERLAND PARK KS 66223

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tallgrass Energy Partners, LP [ TEP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common units representing limited partner interests 03/06/2014 S 957(1)(2) D $31.31 149,583 I See footnote(4)
Common units representing limited partner interests 03/06/2014 S 43(1)(2) D $31.32 149,540 I See footnote(4)
Common units representing limited partner interests 03/06/2014 P 1,999 A $31.54(3) 151,539 I See footnote(4)
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 (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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
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.
Remarks:
/s/ David G. Dehaemers, Jr 03/10/2014
** Signature of Reporting Person Date
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.