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

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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^*

MOLER WILLIAM R.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2019

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	03/11/2019		A		250,000⁽¹⁾	A	$0.00	302,250	D
Class A Shares								1,499,288	I	See footnote⁽²⁾

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)
TEGP Tracking Units in Tallgrass KC, LLC	⁽⁵⁾	03/11/2019		J⁽³⁾⁽⁴⁾			1,403,765	⁽⁵⁾	⁽⁵⁾	Class A Shares	1,403,765	⁽³⁾⁽⁴⁾	0	I	See footnote⁽⁶⁾

Explanation of Responses:

1. Represents 250,000 Equity Participation Shares in the Issuer ("EPSs") granted to the Reporting Person on March 11, 2019, of which (i) 125,000 will vest on October 31, 2022 and (ii) 125,000 will vest on October 31, 2023.

2. The Reporting Person owns the Class A shares of the Issuer ("Class A Shares") reported herein through the William R. Moler Revocable Trust U.T.A. dated August 27, 2013 (the "Moler Revocable Trust"), for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of the Class A Shares reported herein except to the extent of his pecuniary interest therein.

3. On March 11, 2019, pursuant to 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 KC, LLC, a private Delaware limited liability company of which the Reporting Person is a member ("Tallgrass KC"), 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"), and the other Purchasers named therein, and the Seller Representatives named therein, as amended, and among the other transactions consummated pursuant thereto,

4. (Continued from Footnote 3) Tallgrass KC sold to Up-C Acquirors all of the Units representing limited liability company interests ("Units") in Tallgrass Equity, LLC ("Tallgrass Equity") and a corresponding number of Class B shares of the Issuer ("Class B Shares") (one Unit and one Class B Share, together, an "Up-C Interest") then owned by Tallgrass KC, including the Up-C Interests underlying the TEGP Tracking Units in Tallgrass KC ("TEGP Tracking Units") reported herein as owned by the Reporting Person, at a price per Up-C Interest of $22.43. Promptly following such sale, Tallgrass KC distributed to the Reporting Person his pro rata share (based on TEGP Tracking Units) of the net proceeds of such sale.

5. Prior to the transaction described in footnotes 3 and 4, pursuant to the limited liability company agreement of Tallgrass KC, at any time and from time to time, the Reporting Person had the right to exchange his TEGP Tracking Units for an equivalent number of Class A Shares and, as a result, may have been deemed to beneficially own the Class A Shares receivable upon exercise of such exchange right.

6. Prior to the transaction described in footnotes 3 and 4, the Reporting Person owned the TEGP Tracking Units reported herein through the Moler Revocable Trust, for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of the TEGP Tracking Units reported herein except to the extent of his pecuniary interest therein.

Remarks:

Executive Vice President and Chief Operating Officer

	/s/ Christopher R. Jones, Attorney-in-Fact	03/13/2019
	** 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).
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