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^*

Jones Christopher R.

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

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 A Shares	03/11/2019		A		360,000⁽¹⁾	A	$0.00	848,480	D
Class B Shares	03/11/2019		J⁽²⁾⁽³⁾		103,983	A	⁽²⁾⁽³⁾	103,983	I	See footnote⁽⁶⁾

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)
TEGP Tracking Units in Tallgrass KC, LLC	⁽⁴⁾⁽⁵⁾	03/11/2019		J⁽²⁾⁽³⁾			103,983	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Shares	103,983	⁽²⁾⁽³⁾	207,965⁽⁸⁾	D
Units in Tallgrass Equity, LLC	⁽⁴⁾⁽⁵⁾	03/11/2019		J⁽²⁾⁽³⁾		103,983		⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Shares	103,983	⁽²⁾⁽³⁾	103,983⁽⁹⁾	I	See footnote⁽⁶⁾
TEGP Tracking Units in Tallgrass KC, LLC	⁽⁴⁾⁽⁵⁾	03/11/2019		J⁽⁷⁾			207,965	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Shares	207,965	⁽⁷⁾	0	D

Explanation of Responses:

1. Represents 360,000 Equity Participation Shares in the Issuer ("EPSs") granted to the Reporting Person on March 11, 2019, of which (i) 180,000 will vest on October 31, 2023 and (ii) 180,000 will vest on October 31, 2024.

2. On March 11, 2019, Tallgrass KC, LLC, a private Delaware limited liability company of which the Reporting Person is a member ("Tallgrass KC"), redeemed from the Reporting Person 103,983 TEGP Tracking Units in Tallgrass KC ("TEGP Tracking Units") in exchange for a distribution to the Reporting Person of 103,983 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.

3. (Continued from Footnote 2) Such redemption 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.

4. Prior to the redemption described in footnotes 2 and 3 and the sale described in footnote 7, pursuant to the limited liability company agreement of Tallgrass KC, at any time and from time to time, the Reporting Person had the right to exchange his TEGP Tracking Units for an equivalent number of Class A Shares of the Issuer and, as a result, may have been deemed to beneficially own the Class A Shares receivable upon exercise of such exchange right.

5. (Continued from Footnote 4) Following such redemption, 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, the Reporting Person has a substantially similar right, from time to time, at his sole election, to immediately exchange his Class B Shares and an equivalent number of Units for a like number of Class A Shares. As a result, all Class B Shares and Units owned by the Reporting Person may be deemed to constitute Class A Shares beneficially owned by him.

6. Upon the redemption described in footnotes 2 and 3, the Reporting Person directed that the Units and Class B Shares acquired as a result of such redemption be delivered to the Amended and Restated Christopher R. Jones Revocable Trust under Trust Indenture dated March 6, 2019 (the "Jones Revocable Trust"). As a result, the Reporting Person indirectly owns the Units and Class B Shares reported herein through the Jones Revocable Trust, for which the Reporting Person serves as Trustee. The Reporting Person disclaims his beneficial ownership of the Units and Class B Shares reported herein except to the extent of his pecuniary interest therein.

7. On March 11, 2019, following the redemption described in footnotes 2 and 3 and other similar redemptions involving other members of Tallgrass KC, 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, including the Up-C Interests underlying the TEGP Tracking Units reported herein as owned by the Reporting Person following the redemption described in footnotes 2 and 3, at a price per Up-C Interest of $22.43. Promptly following such sale, Tallgrass KC distributed to the Reporting Person his pro rata share (based on TEGP Tracking Units) of the net proceeds of such sale.

8. The TEGP Tracking Units constitute derivative securities as described herein.

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

Remarks:

Executive Vice President, General Counsel and Secretary

	/s/ Christopher R. Jones	03/13/2019
	** Signature of Reporting Person	Date
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