X0306 4 2020-04-17 0 0001633651 Tallgrass Energy, LP TGE 0001418199 MOLER WILLIAM R. 4200 W. 115TH STREET, SUITE 350 LEAWOOD KS 66211 1 1 0 0 See Remarks Class A Shares 2020-04-17 4 D 0 111850 22.45 D 1403766 I See footnote Class A Shares 2020-04-17 4 S 0 1403766 26.25 D 0 I See footnote Class A Shares 250000 D The William R. Moler Revocable Trust U.T.A. dated August 27, 2013 (the "Moler Revocable Trust") 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"). (Continued from Footnote 1) At the Effective Time, each Class A Share held by the Moler Revocable Trust immediately prior to the Merger (other than those Class A Shares purchased pursuant to the Purchase Agreement (as defined below)) converted into the right to receive $22.45 per Class A Share in cash without any interest thereon. On April 17, 2020, pursuant to that certain Purchase Agreement, dated April 17, 2020, by and between the Moler Revocable Trust and Merger Sub (the "Purchase Agreement"), the Moler Revocable Trust sold to Merger Sub 1,403,766 Class A Shares at a price per Class A Share of $26.25. Prior to the transactions described in Footnotes 1, 2 and 3, the Reporting Person indirectly owned the Class A Shares reported herein through the Moler Revocable Trust. The Reporting Person disclaimed beneficial ownership of the Class A Shares reported herein except to the extent of his pecuniary interest therein. Consists of (i) 125,000 equity participation shares in the Issuer (each, an "EPS") which will vest on October 31, 2022 and (ii) 125,000 EPSs which will vest on October 22, 2023. As further described in the Merger Agreement, each 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 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. Chief Executive Officer /s/Christopher R. Jones, Attorney-in-Fact 2020-04-21