SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* BERNEY PHILIP E (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/11/2015	3. Issuer Name and Ticker or Trading Symbol Tallgrass Energy GP, LP [ TEGP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Limited partner interests	0(1)(2)	I(3)(4)(5)(6)(7)	By partnership
Limited partner interests	0(1)(2)	I(4)(5)(6)(7)(8)	By partnership

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* BERNEY PHILIP E (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Connors James J II (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Moore Church M (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Collins Christopher L (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Alexander Anna Lynn (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Matlin Howard A. (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Kim John K (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Mannix Henry III (Last) (First) (Middle) C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. Securities held directly by KIA VIII.

4. 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.

5. 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.

6. 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.

7. 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.

8. Securities held directly by KEP VI AIV.

Remarks:

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	05/11/2015
	/s/ James J. Connors, II	05/11/2015
	By: /s/ James J. Connors, II, Attorney in Fact for Church M. Moore	05/11/2015
	By: /s/ James J. Connors, II, Attorney in Fact for Christopher L. Collins	05/11/2015
	By: /s/ James J. Connors, II, Attorney in Fact for A. Lynn Alexander	05/11/2015
	By: /s/ James J. Connors, II, Attorney in Fact for Howard A. Matlin	05/11/2015
	By: /s/ James J. Connors, II, Attorney in Fact for John K. Kim	05/11/2015
	By: /s/ James J. Connors, II, Attorney in Fact for Henry Mannix, III	05/11/2015
	** 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 5 (b)(v).
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