X0306 4 2016-01-04 0 0001569134 Tallgrass Energy Partners, LP TEP 0001561924 Tallgrass Energy Holdings, LLC 4200 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 0 0 1 0 0001575249 Tallgrass Operations, LLC 4200 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 0 0 1 0 0001561964 Tallgrass Development, LP 4200 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 0 0 1 0 Common units representing limited partner interests 2016-01-04 4 J 0 6518000 A 12873480 I By Tallgrass Operations, LLC Common units representing limited partner interests 20000000 I By Tallgrass Equity, LLC On January 4, 2016, the Issuer, Tallgrass Development, LP ("Tallgrass Development") and Tallgrass Operations, LLC ("Tallgrass Operations") entered into that certain Contribution and Transfer Agreement pursuant to which Tallgrass PXP Holdings, LLC, an indirect wholly-owned subsidiary of the Issuer, acquired 31.3% of the issued and outstanding membership interests in Tallgrass Pony Express Pipeline, LLC (the "Subject Interest") from Tallgrass Operations, effective as of January 1, 2016. The 6,518,000 common units representing limited partner interests acquired by Tallgrass Operations and reported herein were issued to Tallgrass Operations as partial consideration for the Issuer's acquisition of the Subject Interest. This Form 4 is being filed jointly by Tallgrass Energy Holdings, LLC ("Tallgrass Holdings"), Tallgrass Operations and Tallgrass Development. The securities of the Issuer are owned directly by Tallgrass Operations. Tallgrass Development directly owns 100% of the outstanding securities of Tallgrass Operations and Tallgrass Holdings is the general partner of Tallgrass Development. Tallgrass Holdings and Tallgrass Development may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Operations. Tallgrass Holdings and Tallgrass Development each disclaims beneficial ownership of the common units representing limited partner interests held by Tallgrass Operations except to the extent of its respective pecuniary interest therein. Tallgrass Holdings also directly owns 100% of the outstanding securities of TEGP Management, LLC, the general partner of Tallgrass Energy GP, LP, and Tallgrass Energy GP, LP is the managing member of Tallgrass Equity, LLC. Tallgrass Equity, LLC directly owns 20,000,000 common units representing limited partner interests of the Issuer. Tallgrass Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Equity, LLC. Tallgrass Holdings disclaims beneficial ownership of the common units representing limited partner interests held by Tallgrass Equity, LLC except to the extent of its pecuniary interest therein. Tallgrass Energy Holdings, LLC, /s/ Chris Jones, Name: Chris Jones, Title: Assistant Secretary 2016-01-04 Tallgrass Operations, LLC, /s/ Chris Jones, Name: Chris Jones, Title: Assistant Secretary 2016-01-04 Tallgrass Development, LP By: Tallgrass Energy Holdings, LLC, its general partner, /s/ Chris Jones, Name: Chris Jones,Title: Assistant Secretary 2016-01-04