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^*

RAYMOND JOHN T

(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 GP, LP [ TEGP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	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)
Class A shares	05/12/2015		P⁽¹⁾		235,000	A	$29	235,000	D
Class B shares	05/12/2015		A⁽²⁾⁽³⁾⁽⁴⁾		43,398,540	A	$0.00	43,398,540⁽⁵⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Class B shares	05/12/2015		D⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾		2,334,375	D	$0.00	41,064,165⁽⁵⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾

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)
Units in Tallgrass Equity, LLC	$0.00	05/12/2015		J⁽²⁾⁽³⁾⁽⁶⁾		43,398,540		⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Class A shares	43,398,540	$0.00	43,398,540⁽⁵⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Units in Tallgrass Equity, LLC	$0.00	05/12/2015		J⁽⁶⁾⁽⁷⁾			2,334,375	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Class A shares	2,334,375	$27.6225	41,064,165⁽⁵⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾

Explanation of Responses:

1. The Reporting Person purchased the securities through the Directed Share Program conducted in connection with the Issuer's initial public offering.

2. As of the date of this Form 4, the Reporting Person holds an indirect ownership interest in the Issuer through his ownership in Tallgrass Holdings, LLC ("Tallgrass Holdings"). Further, the Reporting Person is the sole member of the general partner of the manager of Tallgrass Holdings, and therefore, he may be deemed to be the beneficial owner of all of the interests held by Tallgrass Holdings. Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Partnership Agreement"), Tallgrass Holdings' existing limited partner interests in the Issuer were converted into 43,398,540 Class B shares of the Issuer (the "Class B shares"), (Continued in Footnote 3)

3. (Continued from Footnote 2) and pursuant to the Second Amended and Restated Limited Liability Company Agreement (the "Tallgrass Equity LLC Agreement") of Tallgrass Equity, LLC ("Tallgrass Equity") dated May 12, 2015, Tallgrass Holdings' existing limited liability company interests in Tallgrass Equity were converted into 43,398,540 Units of limited liability company interest (the "Units").

4. Pursuant to the Partnership Agreement, Tallgrass Holdings will have the right, at any time following the expiration of a lock-up period and from time to time, to immediately exchange (the "Exchange Right") its Class B shares and a corresponding number of Units for a like number of Class A shares of the Issuer (the "Class A shares"). As a result, the Reporting Person may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right.

5. The Reporting Person disclaims beneficial ownership of the securities held by Tallgrass Holdings, except to the extent of his pecuniary interest therein.

6. The Units, collectively with the Class B shares, constitute the derivative securities acquired as described herein.

7. Pursuant to the Tallgrass Equity LLC Agreement executed in connection with the closing of the initial public offering of the Issuer, Tallgrass Holdings agreed that if underwriters in the Issuer's initial public offering exercised the option granted to them in the underwriting agreement (the "Option"), the Issuer would issue additional Class A shares and use the proceeds thereof to purchase a corresponding number of Units from Tallgrass Holdings. On May 12, 2015, (i) the underwriters and the Issuer closed on the Option, whereby the underwriters purchased an additional 6,225,000 Class A Shares, (ii) the Issuer (a) redeemed 2,334,375 Class B shares from Tallgrass Holdings (representing Tallgrass Holdings' ownership percentage of the outstanding Class B shares) and (b) purchased an equal number of Units for $27.6225/unit (representing the gross proceeds per Class A share issued less the underwriting discount).

Remarks:

	/s/ John T. Raymond	05/12/2015
	** 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 4 (b)(v).
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