0001209191-15-041343.txt : 20150511 0001209191-15-041343.hdr.sgml : 20150511 20150511201627 ACCESSION NUMBER: 0001209191-15-041343 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150511 FILED AS OF DATE: 20150511 DATE AS OF CHANGE: 20150511 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tallgrass Energy GP, LP CENTRAL INDEX KEY: 0001633651 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4200 W. 115TH STREET, SUITE 350 CITY: LEAWOOD STATE: KS ZIP: 66211 BUSINESS PHONE: 913-928-6060 MAIL ADDRESS: STREET 1: 4200 W. 115TH STREET, SUITE 350 CITY: LEAWOOD STATE: KS ZIP: 66211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kim John K CENTRAL INDEX KEY: 0001600755 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15852497 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Matlin Howard A. CENTRAL INDEX KEY: 0001570938 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15852498 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Alexander Anna Lynn CENTRAL INDEX KEY: 0001574735 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15852499 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Moore Church M CENTRAL INDEX KEY: 0001421668 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15852501 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Connors James J II CENTRAL INDEX KEY: 0001323752 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15852502 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERNEY PHILIP E CENTRAL INDEX KEY: 0001079290 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15852503 MAIL ADDRESS: STREET 1: KELSO & COMPANY STREET 2: 320 PARK AVE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Collins Christopher L CENTRAL INDEX KEY: 0001405474 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15852500 MAIL ADDRESS: STREET 1: C/O BUCKEYE GP HOLDINGS L.P. STREET 2: FIVE TEK PARK, 9999 HAMILTON BLVD. CITY: BREINIGSVILLE STATE: PA ZIP: 18031 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mannix Henry III CENTRAL INDEX KEY: 0001628154 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15852496 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-05-11 0 0001633651 Tallgrass Energy GP, LP TEGP 0001079290 BERNEY PHILIP E C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001323752 Connors James J II C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001421668 Moore Church M C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001405474 Collins Christopher L C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001574735 Alexander Anna Lynn C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001570938 Matlin Howard A. C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001600755 Kim John K C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001628154 Mannix Henry III C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 Limited partner interests 0 I By partnership Limited partner interests 0 I By partnership This Form 3 is being filed by the Reporting Persons in connection with the Distribution, Assignment and Assumption Agreement dated as of May 11, 2015, whereby Tallgrass Energy Holdings, LLC ("Holdings") distributed its limited partner interests in the Issuer to the existing members of Holdings, including KIA VIII (Rubicon), L.P. ("KIA VIII") and KEP VI AIV (Rubicon), LLC ("KEP VI AIV"). As of the date of this Form 3, KIA VIII directly holds a 31.22% ownership interest in the Issuer and KEP VI AIV directly holds a 5.44% ownership interest in the Issuer. The Reporting Persons have disclosed "0" in Box 2 of this line of this Form 3 because the securities reflected in this Form 3 represent a proportionate interest in the partnership as a whole but the EDGAR system does not permit disclosure of a percentage in Box 2 of Form 3. As described in the Registration Statement, in connection with the closing of the initial public offering of the Issuer expected to occur on May 12, 2015, the limited partner interests in the Issuer reported in this Form 3 are expected to be converted into Class B shares representing an approximate aggregate 26.98% limited partner interest in the Issuer. Securities held directly by KIA VIII. Kelso GP VIII, LLC ("GP VIII, LLC") is the general partner of KIA VIII (Rubicon) GP, L.P. ("GP VIII, L.P." and, together with GP VIII, LLC, the "Kelso GPs"). GP VIII, L.P. is the general partner of KIA VIII. GP VIII, LLC and GP VIII, L.P. could be deemed to share beneficial ownership of securities owned of record or deemed to be beneficially owned by KIA VIII. GP VIII, LLC and GP VIII, L.P. each disclaim beneficial ownership of all of the securities reported herein except to the extent of its respective pecuniary interest, if any, therein, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. KIA VIII and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the other's securities. KIA VIII and KEP VI AIV each disclaim beneficial ownership of all of the securities deemed to be beneficially owned by the other and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The Kelso GPs and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the other's securities. The Kelso GPs and KEP VI AIV each disclaim beneficial ownership of all of the securities owned of record or deemed to be beneficially owned by the other or owned of record by KIA VIII and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim and Henry Mannix, III (the "Kelso Individuals") could be deemed to share beneficial ownership of securities owned of record by KIA VIII and KEP VI AIV or deemed to be beneficially owned by GP VIII, LLC or GP VIII, L.P., by virtue of their status as managing members of KEP VI AIV and of GP VIII, LLC. The Kelso Individuals each disclaim beneficial ownership of such securities, and this report shall not be deemed to be an admission that any of the Kelso Individuals is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. Securities held directly by KEP VI AIV. Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 3 is one of two filed today reporting on the same securities by the following joint filers: Kelso GP VIII, LLC; KIA VIII (Rubicon) GP, L.P.; KIA VIII (Rubicon), L.P.; KEP VI AIV (Rubicon), LLC; Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, James J. Connors, II, Church M. Moore, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim and Henry Mannix, III. Frank J. Loverro and Stanley de J. Osborne have reported their beneficial ownership on separate Forms 3. By: /s/ James J. Connors, II, Attorney in Fact for Philip E. Berney 2015-05-11 /s/ James J. Connors, II 2015-05-11 By: /s/ James J. Connors, II, Attorney in Fact for Church M. Moore 2015-05-11 By: /s/ James J. Connors, II, Attorney in Fact for Christopher L. Collins 2015-05-11 By: /s/ James J. Connors, II, Attorney in Fact for A. Lynn Alexander 2015-05-11 By: /s/ James J. Connors, II, Attorney in Fact for Howard A. Matlin 2015-05-11 By: /s/ James J. Connors, II, Attorney in Fact for John K. Kim 2015-05-11 By: /s/ James J. Connors, II, Attorney in Fact for Henry Mannix, III 2015-05-11 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS


	Know all by these present that each of the undersigned hereby makes,
constitutes and appoints James J. Connors, II, Howard A. Matlin and Rosanna T.
Leone, and each of them, with full power of substitution and resubstitution, as
such undersigned's true and lawful attorneys-in-fact, with full power and
authority as hereinafter described on behalf of and in the name, place and stead
of the undersigned to:
(1)	executed and deliver for and on behalf of the undersigned (i) any and all
Forms 3, 4 and 5 relating to Tallgrass Energy GP, LP, a Delaware limited
partnership (the "Partnership") and required to be filed in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and the rules thereunder and (ii) any and all schedules relating to the
Partnership required to be filed in accordance with Section 13(d) of the
Exchange Act and the rules thereunder (together, the "Forms and Schedules"), in
the undersigned's capacity as a director of TEGP Management, LLC, the General
Partner of the Partnership and/or as a managing member of Kelso GP VIII, LLC
and/or KEP VI AIV (Rubicon), LLC, and in and all other capacities pursuant to
which such Forms and Schedules may be required to be filed by the undersigned;
(2)	do and perform any and all acts and on behalf of the undersigned which may
be necessary or desirable to complete and execute any such Forms and timely file
such Forms and Schedules with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned acknowledges that:

(1)	this Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

(2)	any documents prepared and/or executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney will be in such form and will
contain such information and disclosure as such attorney-in-fact, in his or her
discretion, deems necessary or desirable;

(3)	neither the Partnership nor such attorney-in-fact assumes (i) any liability
for the undersigned's responsibility to comply with the requirement of the
Exchange Act, (ii) any liability of the undersigned for any failure to comply
with such requirements, or (iii) any obligation or liability of the undersigned
for profit disgorgement under Section 16(b) of the Exchange Act; and

(4)	this Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under the Exchange Act,
including without limitation the reporting requirements under Section 16 of the
Exchange Act.

	The undersigned hereby gives and grants the foregoing attorney-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, hereby ratifying all that such attorney-in-fact of, for an on
behalf of the undersigned, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney.

	This Power of Attorney shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to such attorney-in-fact.


	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 11th day of May, 2015.

KIA VIII (Rubicon), L.P.
By:	KIA VIII (Rubicon) GP, L.P., its General Partner
By:	Kelso GP VIII, LLC, its General Partner


By:	/s/ JAMES J. CONNORS, II
	James J. Connors, II
	Managing Member

KIA VIII (Rubicon) GP, L.P.
By:	Kelso GP VIII, LLC, its General Partner



By:	/s/ JAMES J. CONNORS, II
	James J. Connors, II
	Managing Member

Kelso GP VIII, LLC



By:	/s/ JAMES J. CONNORS, II
	James J. Connors, II
	Managing Member

KEP VI AIV (Rubicon), LLC



By:	/s/ JAMES J. CONNORS, II
	James J. Connors, II
	Managing Member



	/s/ FRANK T. NICKELL
Frank T. Nickell


	/s/ THOMAS R. WALL, IV
Thomas R. Wall, IV


	/s/ GEORGE E. MATELICH
George E. Matelich


	/s/ MICHAEL B. GOLDBERG
Michael B. Goldberg


	/s/ FRANK K. BYNUM, JR.
Frank K. Bynum, Jr.


	/s/ DAVID I. WAHRHAFTIG
David I. Wahrhaftig


	/s/ PHILIP E. BERNEY
Philip E. Berney


	/s/ FRANK J. LOVERRO
Frank J. Loverro

	/s/ JAMES J. CONNORS, II
James J. Connors, II


	/s/ STANLEY DE J. OSBORNE
Stanley de J. Osborne


	/s/ CHURCH M. MOORE
Church M. Moore


	/s/ CHRISTOPHER L. COLLINS
Christopher L. Collins




	/s/ LYNN ALEXANDER
Lynn Alexander


	/s/ HOWARD A. MATLIN
Howard A. Matlin


	/s/ JOHN K. KIM
John K. Kim


	/s/ HENRY MANNIX III
Henry Mannix III




STATE OF NEW YORK

COUNTY OF 	NEW YORK



	On this 11th day of May, 2015, the individuals set forth on the attached
Schedule A personally appeared before me, and acknowledged that s/he executed
the foregoing instrument for the purposes therein contained.

	IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
Priscilla A. Rubertone
Notary Public
05/24/16
My Commission Expires:
Priscilla A. Rubertone
Notary Public, State of New York
No. 01RU6110504
Qualified in New York County
Commission Expires May 24, 2016

Schedule A


James J. Connors, II as Managing Member of Kelso GP VIII, LLC and KEP VI AIV
(Rubicon), LLC

Frank T. Nickell

Thomas R. Wall, IV

George E. Matelich

Michael B. Goldberg

Frank K. Bynum, Jr.

David I. Wahrhaftig

Philip E. Berney

Frank J. Loverro

James J. Connors, II

Stanley de J. Osborne

Church M. Moore

Christopher L. Collins

Lynn Alexander

Howard A. Matlin

John K. Kim

Henry Mannix III