X0306 4 2019-03-11 1 0001633651 Tallgrass Energy, LP TGE 0001186173 RAYMOND JOHN T 4200 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 1 0 1 0 Class B Shares 2019-03-11 4 J 0 21751018 D 24635214 I See footnotes Class A Shares 2019-03-11 4 J 0 21751018 A 21751018 I See footnotes Class B Shares 2019-03-11 4 S 0 24635214 D 0 I See footnotes Class A Shares 2019-03-11 4 S 0 21751018 22.43 D 0 I See footnotes Class A Shares 447051 D Units in Tallgrass Equity, LLC 2019-03-11 4 J 0 21751018 D Class A Shares 21751018 24635214 I See footnotes Units in Tallgrass Equity, LLC 2019-03-11 4 S 0 24635214 D Class A Shares 24635214 0 I See footnotes The Class B shares of the Issuer ("Class B Shares") and Units representing limited liability company interests ("Units") in Tallgrass Equity, LLC ("Tallgrass Equity") reported herein were exchanged by Tallgrass Holdings, LLC, a Delaware limited liability company ("Tallgrass Holdings"), upon the exercise of its right to exchange (the "Exchange Right") its Class B Shares and an equivalent number of Units for a like number of Class A shares of the Issuer ("Class A Shares") pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Issuer, dated July 2, 2018 (the "Issuer Limited Partnership Agreement"), and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, dated May 12, 2015 (the "Tallgrass Equity LLC Agreement"). (Continued from Footnote 1) This exchange was made as part of the transactions contemplated by that certain Purchase Agreement (as amended, the "Purchase Agreement"), dated January 30, 2019, by and among Tallgrass Energy Holdings, LLC, a Delaware limited liability company, Tallgrass Holdings and the other Sellers named therein, Prairie ECI Acquiror LP, a Delaware limited partnership ("Up-C Acquiror 1"), Prairie VCOC Acquiror LP, a Delaware limited partnership ("Up-C Acquiror 2" and together with Up-C Acquiror 1, "Up-C Acquirors"), Prairie Non-ECI Acquiror LP, a Delaware limited partnership ("Class A Acquiror"), and the other Purchasers named therein, and the Seller Representatives named therein, as amended. On March 11, 2019, following the exchange described in footnotes 1 and 2, pursuant to the Purchase Agreement and among the other transactions consummated pursuant thereto, Tallgrass Holdings (i) sold to Up-C Acquirors all of the Units and Class B Shares (one Unit and one Class B Share, together, an "Up-C Interest") then owned by Tallgrass Holdings at a price per Up-C Interest of $22.43 and (ii) sold to Class A Acquiror all of the Class A Shares then owned by Tallgrass Holdings at a price per Class A Share of $22.43. Prior to the transactions described in footnotes 1, 2 and 3, the Reporting Person held an indirect ownership interest in the Issuer through his ownership in Tallgrass Holdings. Further, the Reporting Person is the sole member of the general partner of the manager of Tallgrass Holdings, and therefore, prior to such transactions, he may have been deemed to be the beneficial owner of all of the Class B Shares and Units reported herein. Additionally, following the exchange described in footnotes 1 and 2 and prior to the transactions described in footnote 3, in such capacity, the Reporting Person may have been deemed to be the beneficial owner of all of the Class A Shares acquired by Tallgrass Holdings pursuant to the Exchange. Prior to the transactions described in footnotes 1, 2 and 3, pursuant to the Issuer Limited Partnership Agreement and the Tallgrass Equity LLC Agreement, Tallgrass Holdings had the right, from time to time, at Tallgrass Holdings' sole election, to immediately exchange its Class B Shares and an equivalent number of Units for a like number of Class A Shares. As a result, all Class B Shares and Units owned by Tallgrass Holdings, whether or not exchanged, may have been deemed to constitute Class A Shares beneficially owned by Tallgrass Holdings because Tallgrass Holdings had the right to acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass Holdings' sole election. The sale by Tallgrass Holdings of Class A Shares described in footnote 3 may be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of 12,051 Class A Shares, with the Reporting Person's purchases on November 1, 2018 of 12,051 Class A Shares in multiple transactions at prices ranging from $21.21 to $21.25, at a weighted average price of $21.22. The Reporting Person has agreed to pay to the Issuer $13,976.15, representing the full amount of the theoretical profit realized in connection with the short-swing transaction, less transaction costs. The Units, collectively with the Class B Shares, constitute derivative securities as described herein. The Reporting Person resigned from his position as a director of the general partner of the Issuer on March 11, 2019 in connection with the consummation of the transactions contemplated by the Purchase Agreement. /s/ John T. Raymond 2019-03-13