SEC FORM 4

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^*

Tallgrass KC, LLC

(Last)

(First)

(Middle)

4200 W. 115TH STREET, SUITE 350

(Street)

LEAWOOD

66211

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Tallgrass Energy, LP [ TGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Shares	03/11/2019		J⁽¹⁾⁽²⁾		1,481,754	D	⁽¹⁾⁽²⁾	27,934,938	D
Class B Shares	03/11/2019		S		27,934,938	D	⁽³⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Units in Tallgrass Equity, LLC	⁽⁴⁾	03/11/2019		J⁽¹⁾⁽²⁾			1,481,754	⁽⁴⁾	⁽⁴⁾	Class A Shares	1,481,754	⁽¹⁾⁽²⁾	27,934,938⁽⁵⁾	D
Units in Tallgrass Equity, LLC	⁽⁴⁾	03/11/2019		S			27,934,938	⁽⁴⁾	⁽⁴⁾	Class A Shares	27,934,938	⁽³⁾	0	D

Explanation of Responses:

1. On March 11, 2019, Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), redeemed from certain of its members an aggregate of 1,481,754 TEGP Tracking Units in Tallgrass KC ("TEGP Tracking Units") in exchange for a distribution to such redeeming members of an aggregate of 1,481,754 Units representing limited liability company interests ("Units") in Tallgrass Equity, LLC ("Tallgrass Equity") and a corresponding number of Class B shares of the Issuer ("Class B Shares") underlying such TEGP Tracking Units.

2. (Continued from Footnote 1) Such redemptions occurred as part of the transactions contemplated by that certain Purchase Agreement (as amended, the "Purchase Agreement"), dated January 30, 2019, by and among Tallgrass Energy Holdings, LLC, a Delaware limited liability company, Tallgrass KC and the other Sellers named therein, Prairie ECI Acquiror LP, a Delaware limited partnership ("Up-C Acquiror 1"), Prairie VCOC Acquiror LP, a Delaware limited partnership ("Up-C Acquiror 2" and together with Up-C Acquiror 1, "Up-C Acquirors"), and the other Purchasers named therein, and the Seller Representatives named therein, as amended.

3. On March 11, 2019, following the redemptions described in footnotes 1 and 2, pursuant to the Purchase Agreement and among the other transactions consummated pursuant thereto, Tallgrass KC sold to Up-C Acquirors all of the Units and Class B Shares (one Unit and one Class B Share, together, an "Up-C Interest") then owned by Tallgrass KC at a price per Up-C Interest of $22.43.

4. Prior to the redemptions described in footnotes 1 and 2 and the transactions described in footnote 3, pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Issuer, dated July 2, 2018, and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, dated May 12, 2015, Tallgrass KC had the right, from time to time, at Tallgrass KC's sole election, to immediately exchange its Class B Shares and an equivalent number of Units for a like number of Class A shares of the Issuer ("Class A Shares"). As a result, all Class B Shares and Units owned by Tallgrass KC, whether or not exchanged, may have been deemed to constitute Class A Shares beneficially owned by Tallgrass KC because Tallgrass KC had the right to acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass KC's sole election.

5. The Units, collectively with the Class B Shares, constitute derivative securities as described herein.

Remarks:

	/s/ Christopher R. Jones, Attorney-in-Fact	03/13/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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