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Filing Details

Accession Number:: 0001144204-16-136539
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-11-25 14:08:26
Reporting Period:: 2016-11-22

Filing Date:: 2016-11-25
Accepted Time:: 2016-11-25 14:08:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1633651	Tallgrass Energy Gp Lp	TEGP	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1186173	T John Raymond	400 W. 115Th Street, Suite 350 Leawood KS 66211		Yes	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Shares	Disposition	2016-11-22	5,175,000	$0.00	35,889,165	No	4	J	Indirect	See footnote
Class A Shares	Acquisiton	2016-11-22	5,175,000	$0.00	5,175,000	No	4	J	Indirect	See footnote
Class A Shares	Disposition	2016-11-22	5,175,000	$22.00	0	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Shares	Units of Tallgrass Equity, LLC	Disposition	2016-11-22	5,175,000	$0.00	5,175,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
35,889,165			No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Shares	235,000	Direct

Footnotes

As of the date of this Form 4, the Reporting Person holds an indirect ownership interest in the Issuer through his ownership in Tallgrass Holdings, LLC ("Tallgrass Holdings"). Further, the Reporting Person is the sole member of the general partner of the manager of Tallgrass Holdings, and therefore, he may be deemed to be the beneficial owner of all of the interests reported herein. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by the Reporting Person that he is the beneficial owner of any of the securities referred to herein for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed except to the extent of the Reporting Person's pecuniary interest therein.
Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Partnership Agreement") and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, LLC ("Tallgrass Equity") dated May 12, 2015 (the "Tallgrass Equity LLC Agreement"), Tallgrass Holdings has the right from time to time, at Tallgrass Holdings' sole election, to immediately exchange (the "Exchange Right") its Class B shares of the Issuer (the "Class B Shares") and a corresponding number of Units of limited liability company interest (the "Units") in Tallgrass Equity for a like number of Class A shares of the Issuer (the "Class A Shares"), subject to certain thresholds regarding the number of Class B Shares and Units to be exchanged.
(continued from footnote 2) As a result, all Class B Shares and Units owned by Tallgrass Holdings, whether or not exchanged as of the date hereof, may be deemed to constitute Class A Shares indirectly beneficially owned by the Reporting Person (see footnote (1)) because Tallgrass Holdings may acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass Holdings' sole election.
5,175,000 Class B Shares and a corresponding number of Units reported herein were exchanged by Tallgrass Holdings for 5,175,000 Class A Shares. This exchange was made pursuant to Tallgrass Holdings' Exchange Right and in accordance with the Partnership Agreement and Tallgrass Equity LLC Agreement.