0001209191-16-109815.txt : 20160321 0001209191-16-109815.hdr.sgml : 20160321 20160321173532 ACCESSION NUMBER: 0001209191-16-109815 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160315 FILED AS OF DATE: 20160321 DATE AS OF CHANGE: 20160321 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: Edgerton Matthew S. CENTRAL INDEX KEY: 0001669221 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 161519511 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY, 320 PARK AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dutton Stephen C. CENTRAL INDEX KEY: 0001669411 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 161519512 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY, 320 PARK AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-03-15 0 0001633651 Tallgrass Energy GP, LP TEGP 0001669411 Dutton Stephen C. C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001669221 Edgerton Matthew S. C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 Class B shares 40139699 I By partnership Units in Tallgrass Equity, LLC Class A shares 40139699 I By partnership Consists of 34,187,117 Class B shares owned of record by KIA VIII (Rubicon), L.P. ("KIA VIII") and 5,952,582 Class B shares owned of record by KEP VI AIV (Rubicon), LLC ("KEP VI AIV"). Kelso GP VIII, LLC ("GP VIII, LLC") is the general partner of KIA VIII (Rubicon) GP, L.P. ("GP VIII, L.P." and, together with GP VIII, LLC, the "Kelso GPs"). GP VIII, L.P. is the general partner of KIA VIII. GP VIII, LLC and GP VIII, L.P. could be deemed to share beneficial ownership of securities owned of record or deemed to be beneficially owned by KIA VIII. GP VIII, LLC and GP VIII, L.P. each disclaim beneficial ownership of all of the securities reported herein except to the extent of its respective pecuniary interest, if any, therein, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. KIA VIII and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the other's securities. KIA VIII and KEP VI AIV each disclaim beneficial ownership of all of the securities deemed to be beneficially owned by the other and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The Kelso GPs and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the other's securities. The Kelso GPs and KEP VI AIV each disclaim beneficial ownership of all of the securities owned of record or deemed to be beneficially owned by the other or owned of record by KIA VIII and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The reporting persons were appointed managing members of KEP VI AIV and of GP VIII, LLC on March 15, 2016, and, by reason of such appointment, each of them may be deemed to share beneficial ownership of securities owned of record or beneficially owned by KIA VIII and KEP IV AIV, or deemed to be beneficially owned by GP VIII, LLC or GP VIII, L.P., by virtue of his status as a managing member of KEP VI AIV and of GP VIII, LLC. The reporting persons each disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that either reporting person is the beneficial owner of these securities for any purpose. The Units, collectively with the Class B shares, constitute the derivative securities described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV each has the right to immediately exchange (the "Exchange Right") Class B shares and a corresponding number of Units (each Class B share and Unit so exchanged, together, an "Exchange Unit") for a like number of Class A shares of the Issuer (the "Class A shares"), not to exceed, in the aggregate, the total number of Exchange Units held by KIA VIII or KEP VI AIV, as applicable. As a result, the reporting persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. Consists of 34,187,117 Units owned of record by KIA VIII and 5,952,582 Units owned of record by KEP VI AIV. Exhibit List Exhibit 24.1 Power of Attorney /s/ Rosanna T. Leone, Attorney-in-Fact for Stephen C. Dutton 2016-03-18 /s/ Rosanna T. Leone, Attorney-in-Fact for Matthew S. Edgerton 2016-03-18 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS


	Know all by these present that each of the undersigned hereby makes,
constitutes and appoints James J. Connors, II, Howard A. Matlin and Rosanna T.
Leone, and each of them, with full power of substitution and resubstitution, as
such undersigned's true and lawful attorneys-in-fact, with full power and
authority as hereinafter described on behalf of and in the name, place and stead
of the undersigned to:
(1)	executed and deliver for and on behalf of the undersigned (i) any and all
Forms 3, 4 and 5 relating to Tallgrass Energy Partners, LP, a Delaware limited
partnership (the "Partnership") and required to be filed in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and the rules thereunder and (ii) any and all schedules relating to the
Partnership required to be filed in accordance with Section 13(d) of the
Exchange Act and the rules thereunder (together, the "Forms and Schedules"), in
the undersigned's capacity as a director of the Tallgrass MLP GP, LLC, the
General Partner of the Partnership and/or as a managing member of Kelso GP VIII,
LLC and/or KEP VI AIV (Rubicon), LLC, and in and all other capacities pursuant
to which such Forms and Schedules may be required to be filed by the
undersigned;
(2)	do and perform any and all acts and on behalf of the undersigned which may
be necessary or desirable to complete and execute any such Forms and timely file
such Forms and Schedules with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3)	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, 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 acknowledges that:

(1)	this Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

(2)	any documents prepared and/or executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney will be in such form and will
contain such information and disclosure as such attorney-in-fact, in his or her
discretion, deems necessary or desirable;

(3)	neither the Partnership nor such attorney-in-fact assumes (i) any liability
for the undersigned's responsibility to comply with the requirement of the
Exchange Act, (ii) any liability of the undersigned for any failure to comply
with such requirements, or (iii) any obligation or liability of the undersigned
for profit disgorgement under Section 16(b) of the Exchange Act; and

(4)	this Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under the Exchange Act,
including without limitation the reporting requirements under Section 16 of the
Exchange Act.

	The undersigned hereby gives and grants the foregoing attorney-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, hereby ratifying all that such attorney-in-fact of, for an on
behalf of he undersigned, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney.

	This Power of Attorney shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to such attorney-in-fact.


	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 15th day of March, 2016.


  /s/ Matthew S. Edgerton
Matthew S. Edgerton



  /s/ Stephen C. Dutton
Stephen C. Dutton


[notarization intentionally omitted]