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 GP Holdings, LLC

(Last) (First) (Middle)
6640 W. 143RD STREET, SUITE 200

(Street)
OVERLAND PARK KS 66223

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tallgrass Energy Partners, LP [ TEP ]
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)
05/17/2013
4. 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 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)
Code V Amount (A) or (D) Price
Common Units representing limited partner interests 05/17/2013 J(2) 9,292,500 A (2) 9,292,500 I See footnotes(1)(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated Units representing limited partner interests $0 05/17/2013 J(2) 16,200,000 (3) (3) Common Units 16,200,000 (2) 16,200,000 I See footnotes(1)(2)
1. Name and Address of Reporting Person*
Tallgrass GP Holdings, LLC

(Last) (First) (Middle)
6640 W. 143RD STREET, SUITE 200

(Street)
OVERLAND PARK KS 66223

(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*
Tallgrass Development GP, LLC

(Last) (First) (Middle)
6640 W. 143RD STREET, SUITE 200

(Street)
OVERLAND PARK KS 66223

(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*
Tallgrass Development, LP

(Last) (First) (Middle)
6640 W. 143RD STREET, SUITE 200

(Street)
OVERLAND PARK KS 66223

(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*
Tallgrass Operations, LLC

(Last) (First) (Middle)
6640 W. 143RD STREET, SUITE 200

(Street)
OVERLAND PARK KS 66223

(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 4 is being filed jointly by Tallgrass GP Holdings, LLC ("Tallgrass GP Holdings"), Tallgrass Development GP, LLC ("Tallgrass Development GP"), Tallgrass Development, LP ("Tallgrass Development") and Tallgrass Operations, LLC ("Tallgrass Operations" and, together with Tallgrass GP Holdings, Tallgrass Development GP and Tallgrass Development, the "Reporting Persons"). The securities of the Isser are owned directly by Tallgrass Operations. Tallgrass GP Holdings directly owns 100% of the outstanding membership interests of Tallgrass Development GP. Tallgrass Development GP is the general partner of Tallgrass Development. Tallgrass Development directly owns 100% of the outstanding securities of Tallgrass Operations. Tallgrass GP Holdings, Tallgrass Development GP and Tallgrass Development may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Operations.
2. In connection with the initial public offering of the Issuer's Common Units representing limited partner interests ("Common Units"), pursuant to that certain Contribution, Conveyance and Assumption Agreement, by and among the Reporting Persons, the Issuer and the other parties thereto, dated May 17, 2013, Tallgrass Operations contributed certain assets to the Issuer and received in exchange 9,292,500 Common Units and 16,200,000 Subordinated Units representing limited partner interests in the Issuer ("Subordinated Units").
3. The Subordinated Units have no expiration date and will convert into Common Units on a one-for-one basis at the end of the "subordination period" described in the Issuer's Prospectus (File No. 333-187595) filed with the Securities and Exchange Commission on May 14, 2013.
Tallgrass GP Holdings, LLC, /s/ George E. Rider, George E. Rider, Executive Vice President, General Counsel and Secretary 05/20/2013
Tallgrass Development GP, LLC, /s/ George E. Rider, George E. Rider, Executive Vice President, General Counsel and Secretary 05/20/2013
Tallgrass Development, LP, by: Tallgrass Development GP, LLC, its General Partner, /s/ George E. Rider, George E. Rider, Executive Vice President, General Counsel and Secretary 05/20/2013
Tallgrass Operations, LLC, /s/ George E. Rider, George E. Rider, Executive Vice President, General Counsel and Secretary 05/20/2013
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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