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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Watkins Gary D.

(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, LP [ TGE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2020

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	04/17/2020		D⁽¹⁾⁽²⁾		74,044	D	$22.45⁽¹⁾⁽²⁾	185,000⁽³⁾	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)

Explanation of Responses:

1. The Reporting Person ceased to beneficially own the Class A shares representing limited partner interests ("Class A Shares") in the Issuer reported herein at the Effective Time (as defined below) of the merger (the "Merger") of Prairie Private Acquiror LP, a Delaware limited partnership ("Buyer"), with and into the Issuer, with the Issuer surviving the merger and continuing to exist as a Delaware limited partnership. The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of December 16, 2019 (the "Merger Agreement"), by and among the Issuer, Tallgrass Energy GP, LLC, a Delaware limited liability company, Buyer and Prairie Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Buyer ("Merger Sub"). The Merger closed and was effective at 7:02 a.m., Central Time, on April 17, 2020 (the "Effective Time").

2. (Continued from Footnote 1) At the Effective Time, (i) each Class A Share held by the Reporting Person immediately prior to the Merger converted into the right to receive $22.45 per Class A Share in cash without any interest thereon and (ii) as further described in the Merger Agreement, each equity participation share in the Issuer (an "EPS") held by the Reporting Person immediately prior to the Merger continued to remain outstanding, subject to the terms and conditions (including with respect to vesting and forfeiture) applicable to such award immediately prior to the Effective Time, provided that any performance-based vesting conditions were waived as of the Effective Time and such EPSs will be settled at the time provided in the applicable award agreement in an amount of cash per EPS equal to the "Fair Market Value" (as defined in the Tallgrass MLP GP, LLC Long-Term Incentive Plan) of a Class A Share on the date of settlement.

3. Consists of (i) 35,000 EPSs which will vest on November 1, 2022, (ii) 75,000 EPSs which will vest on October 31, 2023, and (iii) 75,000 EPSs which will vest on October 31, 2024.

Remarks:

Executive Vice President, Chief Financial Officer and Chief Accounting Officer

	/s/Christopher R. Jones, Attorney-in-Fact	04/21/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.