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^*

Tallgrass Holdings, LLC

(Last)

(First)

(Middle)

2229 SAN FELIPE, SUITE 1300

(Street)

HOUSTON

77019

(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)
02/07/2018

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)
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 B shares	02/07/2018		A		10,497,067	A	⁽¹⁾⁽²⁾	46,386,232	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)
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 of Tallgrass Equity, LLC	⁽¹⁾⁽²⁾	02/07/2018		J⁽¹⁾⁽²⁾		10,497,067		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A shares	10,497,067	⁽¹⁾⁽²⁾	46,386,232	D

Explanation of Responses:

1. In connection with the merger of Tallgrass Development, LP, a private Delaware limited partnership, with and into a wholly-owned subsidiary of Tallgrass Equity, LLC, a private Delaware limited liability company ("Tallgrass Equity"), on February 7, 2018 (the "Merger"), Tallgrass Holdings, LLC, a private Delaware limited liability company ("Tallgrass Holdings"), received 10,497,067 Class B shares of the Issuer ("Class B Shares") and 10,497,067 Common Units of Tallgrass Equity ("Units") as consideration in the Merger.

2. (Continued from Footnote 1) Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, LLC ("Tallgrass Equity") dated May 12, 2015, Tallgrass Holdings has the right from time to time, at Tallgrass Holdings' sole election, to immediately exchange its Class B Shares and a corresponding number of Units for a like number of Class A shares of the Issuer ("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 Holdings, whether or not exchanged as of the date hereof, may be deemed to constitute Class A Shares beneficially owned by Tallgrass Holdings because Tallgrass Holdings may acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass Holdings' sole election.

Remarks:

	Tallgrass Holdings, LLC, By: EMG Fund II Management, LP, its manager, By: EMG Fund II Management, LLC, its general partner, /s/ John T. Raymond, By: John T. Raymond, Chief Executive Officer	02/09/2018
	** Signature of Reporting Person	Date
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