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 KS 66211

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tallgrass Energy GP, LP [ TEGP ]
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)
06/14/2018
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
Class B Shares 06/14/2018 J(1)(2) 1,403,766 D (1)(2) 29,416,692 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Units in Tallgrass Equity, LLC (3) 06/14/2018 J(1)(2) 1,403,766 (3) (3) Class A Shares 1,403,766 (3) 29,416,692(4) D
Explanation of Responses:
1. The Class B shares of the Issuer ("Class B Shares") and Units representing limited liability company interests (the "Units") in Tallgrass Equity, LLC ("Tallgrass Equity") reported herein were exchanged by Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC") upon the exercise of its right to exchange (the "Exchange Right") its Class B Shares and an equivalent number of Units for a like number of Class A shares of the Issuer ("Class A Shares") pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Issuer Limited Partnership Agreement") and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity dated May 12, 2015 (the "Tallgrass Equity LLC Agreement").
2. (Continued From Footnote 1) This exchange was made on behalf of a holder of TEGP Tracking Units ("TEGP Tracking Units") in Tallgrass KC (the "Exchanging Holder"), which is owned by certain members of the Issuer's management team. Pursuant to Tallgrass KC's limited liability company agreement, the Exchanging Holder had the right to exchange his TEGP Tracking Units for an equivalent number of Class A Shares. Upon Tallgrass KC's exercise of the Exchange Right on behalf of the Exchanging Holder, the Class A Shares were issued directly to the Exchanging Holder at the direction of Tallgrass KC. Tallgrass KC did not receive any cash proceeds in connection with such distribution, and no commissions or discounts were paid to Tallgrass KC.
3. Pursuant to the Issuer Limited Partnership Agreement and the Tallgrass Equity LLC Agreement, Tallgrass KC has 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, subject to certain thresholds regarding the number of Class B Shares and Units to be exchanged. As a result, all Class B Shares and Units owned by Tallgrass KC, whether or not exchanged as of the date hereof, may be deemed to constitute Class A Shares beneficially owned by Tallgrass KC because Tallgrass KC may acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass KC's sole election.
4. The Units in Tallgrass Equity, collectively with the Class B Shares, constitute derivative securities as described herein.
Remarks:
/s/ Christopher R. Jones, Attorney-in-Fact 06/15/2018
** 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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