0001209191-15-041254.txt : 20150511 0001209191-15-041254.hdr.sgml : 20150511 20150511173643 ACCESSION NUMBER: 0001209191-15-041254 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150511 FILED AS OF DATE: 20150511 DATE AS OF CHANGE: 20150511 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tallgrass Energy GP, LP CENTRAL INDEX KEY: 0001633651 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4200 W. 115TH STREET, SUITE 350 CITY: LEAWOOD STATE: KS ZIP: 66211 BUSINESS PHONE: 913-928-6060 MAIL ADDRESS: STREET 1: 4200 W. 115TH STREET, SUITE 350 CITY: LEAWOOD STATE: KS ZIP: 66211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tallgrass Holdings, LLC CENTRAL INDEX KEY: 0001556538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 15852085 BUSINESS ADDRESS: STREET 1: 811 MAIN STREET STREET 2: SUITE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713.579.5005 MAIL ADDRESS: STREET 1: 811 MAIN STREET STREET 2: SUITE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-05-11 0 0001633651 Tallgrass Energy GP, LP TEGP 0001556538 Tallgrass Holdings, LLC 811 MAIN STREET, SUITE 4200 HOUSTON TX 77002 0 0 1 0 Limited partner interests 0 D This Form 3 is being filed by the Reporting Person in connection with the Distribution, Assignment and Assumption Agreement dated as of May 11, 2015, whereby Tallgrass Energy Holdings, LLC ("Holdings") distributed its limited partner interests in the Issuer to the existing members of Holdings. As of the date of this Form 3, the Reporting Person holds a direct ownership interest in the Issuer. As described in the Registration Statement, in connection with the closing of the initial public offering of the Issuer, the Reporting Person will exchange its limited partner interest in the Issuer for Class B shares representing an approximate 27.60% limited partner interest in the Issuer. Tallgrass Holdings, LLC, By: EMG Fund II Management, LP, its manager, By: EMG Fund II Management LLC, its general partner, /s/ John T. Raymond, By: John T. Raymond, Chief Executive Officer 2015-05-11 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT
                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints
each of George E. Rider and Christopher R. Jones, or any of them signing singly,
and with full power of substitution, the undersigned's true and lawful attorney-
in-fact to:

   1. prepare, execute in the undersigned's name and on the undersigned's
      behalf, in his capacity as an officer, member or manager of Tallgrass
      Holdings, LLC ("Tallgrass Holdings") and submit to the U.S. Securities and
      Exchange Commission (the "SEC") a Form ID, including amendments thereto,
      and any other documents necessary or appropriate to obtain codes and
      passwords enabling Tallgrass Holdings to make electronic filings with the
      SEC of reports required by Section 16(a) of the Securities Exchange Act of
      1934 or any rule or regulation of the SEC;

   2. execute for and on behalf of the undersigned, in the undersigned's
      capacity as an officer, member or manager of Tallgrass Holdings, Forms 3,
      4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of
      1934 and the rules thereunder;

   3. do and perform any and all acts for and on behalf of the undersigned, in
      the undersigned's capacity as an officer, member or manager of Tallgrass
      Holdings, which may be necessary or desirable to complete and execute any
      such Form 3, 4 or 5, complete and execute any amendment or amendments
      thereto, and timely file such form with the SEC and any stock exchange or
      similar authority; and

   4. take any other action of any type whatsoever in connection with the
      foregoing which, in the opinion of such attorney-in-fact, may be of
      benefit to, in the best interest of, or legally required by, the
      undersigned, in the undersigned's capacity as an officer, member or
      manager of Tallgrass Holdings, it being understood that the documents
      executed by such attorney-in-fact on behalf of the undersigned pursuant to
      this Power of Attorney shall be in such form and shall contain such terms
      and conditions as such attorney-in-fact may approve in such attorney-in-
      fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is Tallgrass Energy GP, LP (the "Partnership") assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the
Partnership, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 11th day of May 2015.


                                               /s/ John T. Raymond
                                               --------------------------------
                                               Signature

                                               John T. Raymond
                                               --------------------------------
                                               Type or Print Name