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 Energy Holdings, 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 Partners, LP [ TEP ]

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)
05/12/2015

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)
Common units representing limited partner interests	05/12/2015		S		20,000,000⁽¹⁾	D	$47.68	6,355,480	I	By Tallgrass Operations, LLC⁽²⁾
Common units representing limited partner interests	05/12/2015		P		20,000,000⁽¹⁾	A	$47.68	20,000,000	I	By Tallgrass Equity, LLC⁽³⁾

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)

Explanation of Responses:

1. The reported transaction involved a sale, in connection with the closing of the initial public offering of Tallgrass Energy GP, LP, of 20,000,000 common units representing limited partner interests ("Common Units") of Tallgrass Energy Partners, LP (the "Issuer") by Tallgrass Operations, LLC ("Tallgrass Operations") to Tallgrass Equity, LLC ("Tallgrass Equity").

2. Tallgrass Energy Holdings, LLC (the "Reporting Person") is the general partner of Tallgrass Development, LP ("Tallgrass Development"). Tallgrass Development directly owns 100% of the outstanding securities of Tallgrass Operations. Tallgrass Operations directly owns Common Units of the Issuer. The Reporting Person may therefore be deemed to beneficially own Common Units of the Issuer owned directly by Tallgrass Operations. The Reporting Person disclaims beneficial ownership of the Common Units held by Tallgrass Operations except to the extent of its pecuniary interest therein.

3. The Reporting Person directly owns 100% of the outstanding securities of TEGP Management, LLC ("TEGP GP"). TEGP GP is the general partner of Tallgrass Energy GP, LP ("TEGP"). TEGP is the managing member of Tallgrass Equity. As a result of the reported transactions, Tallgrass Equity directly owns 20,000,000 Common Units of the Issuer. The Reporting Person may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Equity. The Reporting Person disclaims beneficial ownership of the Common Units held by Tallgrass Equity except to the extent of its pecuniary interest therein.

Remarks:

	Tallgrass Energy Holdings, LLC, /s/ Chris Jones, Name: Chris Jones, Title: Assistant Secretary	01/04/2016
	** 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).
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