X0306 4 2019-03-11 1 0001633651 Tallgrass Energy, LP TGE 0001556538 Tallgrass Holdings, LLC 2229 SAN FELIPE, SUITE 1300 HOUSTON TX 77019 0 0 1 0 Class B Shares 2019-03-11 4 J 0 21751018 D 24635214 D Class A Shares 2019-03-11 4 J 0 21751018 A 21751018 D Class B Shares 2019-03-11 4 S 0 24635214 D 0 D Class A Shares 2019-03-11 4 S 0 21751018 22.43 D 0 D Units in Tallgrass Equity, LLC 2019-03-11 4 J 0 21751018 D Class A Shares 21751018 24635214 D Units in Tallgrass Equity, LLC 2019-03-11 4 S 0 24635214 D Class A Shares 24635214 0 D 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 completed 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, 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 Units, collectively with the Class B Shares, constitute derivative securities as described herein. Tallgrass Holdings, LLC, By: EMG Fund II Management, LP, its manager, By: EMG Fund II Management, LLC, its general partner, /s/ John T. Raymond, Chief Executive Officer 2019-03-13