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NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

0

Accession Number:: 0001193125-18-106275
Form Type:: 13D Filing
Publication Date:: 2018-04-03 16:31:04

Filed By:: Harvest Fund Holdco L.p.
Company:: Tallgrass Energy Lp (NYSE:TGE)
Filing Date:: 2018-04-03
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Harvest Fund Holdco	0	0	0	0	0	0.0%
Blackstone Harvest Holdco	0	0	0	0	0	0.0%
Blackstone Intermediary Holdco	0	0	0	0	0	0.0%
Blackstone Advisory Partners	0	0	0	0	0	0.0%
Blackstone Advisory Services	0	0	0	0	0	0.0%
Blackstone Holdings I	0	0	0	0	0	0.0%
Blackstone Holdings I II GP Inc	0	0	0	0	0	0.0%
The Blackstone Group	0	0	0	0	0	0.0%
Blackstone Group Management	0	0	0	0	0	0.0%
Stephen A. Schwarzman	0	0	0	0	0	0.0%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 2)

TALLGRASS ENERGY GP, LP

(Name of Issuer)

Class A Shares

(Title of Class of Securities)

874696107

(CUSIP Number)

John G. Finley

c/o The Blackstone Group L.P.

345 Park Avenue

New York, New York 10154

Tel: (212) 583-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 30, 2018

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D


CUSIP No. 874696107		2


1		NAMES OF REPORTING PERSONS Harvest Fund Holdco L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D


CUSIP No. 874696107		3


1		NAMES OF REPORTING PERSONS Blackstone Harvest Holdco L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D


CUSIP No. 874696107		4


1		NAMES OF REPORTING PERSONS Blackstone Intermediary Holdco L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D


CUSIP No. 874696107		5


1		NAMES OF REPORTING PERSONS Blackstone Advisory Partners L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D


CUSIP No. 874696107		6


1		NAMES OF REPORTING PERSONS Blackstone Advisory Services L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D


CUSIP No. 874696107		7


1		NAMES OF REPORTING PERSONS Blackstone Holdings I L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D


CUSIP No. 874696107		8


1		NAMES OF REPORTING PERSONS Blackstone Holdings I/II GP Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D


CUSIP No. 874696107		9


1		NAMES OF REPORTING PERSONS The Blackstone Group L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D


CUSIP No. 874696107		10


1		NAMES OF REPORTING PERSONS Blackstone Group Management L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D


CUSIP No. 874696107		11


1		NAMES OF REPORTING PERSONS Stephen A. Schwarzman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

Explanatory Note

This Amendment No. 2 (Amendment No. 2) to Schedule 13D relates to Class A Shares representing limited partner interests (the Class A Shares) of Tallgrass Energy GP, LP, a Delaware limited partnership (the Issuer), and amends the initial statement on Schedule 13D filed on October 26, 2017 (the Original Schedule 13D), as amended by Amendment No. 1 to the Schedule 13D filed on January 26, 2018 (the Original Schedule 13D, as amended, the Schedule 13D). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D.

On October 16, 2017, a subsidiary of The Blackstone Group L.P. acquired Harvest Fund Advisors LLC (HFA), an investment management firm with over $10 billion in assets under management. In connection with that acquisition, The Blackstone Group L.P. and certain of its affiliates (the Blackstone Reporting Persons) may have been deemed to have become the beneficial owner of the securities beneficially owned by HFA, including the securities of the Issuer. As of October 16, 2017, HFA beneficially owned more than five percent of the outstanding Class A Shares, but was not yet required to file a Schedule 13G under Rule 13d-1(b) under the Securities Exchange Act of 1934, as amended. Instead, in connection with the acquisition of HFA, HFA and the Blackstone Reporting Persons together reported beneficial ownership of such securities on a Schedule 13D.

As of March 30, 2018, the business comprising HFA (the HFA Business) will calculate and report beneficial ownership over securities separately from the rest of The Blackstone Group L.P. and its affiliates other than those comprising the HFA Business (Blackstone), in accordance with Securities and Exchange Commission Release No. 34-39538 (the Release). As a result of the foregoing, and as reflected in this Amendment, the Blackstone Reporting Persons ceased to be beneficial owners of more than 5% of the securities of the Issuer on March 30, 2018. The securities of the Issuer beneficially owned by the HFA Business are being separately reported on a Schedule 13G, which filing will not reflect securities, if any, beneficially owned by Blackstone, whose ownership has been disaggregated from that of the HFA Business in accordance with the Release.

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended to reflect the removal of HFA as a Reporting Person on this Schedule 13D as described in the Explanatory Note above.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b). None of the Reporting Persons beneficially owns any Class A Shares as of March 30, 2018.

(c) Except as set forth in Schedule 1 of this Schedule 13D (which reflects transactions prior to the disaggregation of the HFA Business from the rest of Blackstone as of March 30, 2018), as of March 30, 2018, none of the Reporting Persons has effected any transaction in the past 60 days in Class A Shares.

(d) Not applicable.

(e) Upon the disaggregation of the HFA Business from the rest of Blackstone as of March 30, 2018, the Reporting Persons ceased to beneficially own more than five percent of the outstanding Class A Shares.

SIGNATURES

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 3, 2018


HARVEST FUND HOLDCO L.P.
By: Blackstone Harvest Holdco L.L.C., its General Partner

By:		/s/ Marisa Beeney
Name:		Marisa Beeney
Title:		Authorized Person

BLACKSTONE HARVEST HOLDCO L.L.C.
By: Blackstone Intermediary Holdco L.L.C., its Sole Member
By: Blackstone Advisory Partners L.P., its Sole Member
By: Blackstone Advisory Services L.L.C., its General Partner
By: Blackstone Holdings I L.P., its Sole Member
By: Blackstone Holdings I/II GP Inc., its General Partner

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

BLACKSTONE INTERMEDIARY HOLDCO L.L.C.
By: Blackstone Advisory Partners L.P., its Sole Member
By: Blackstone Advisory Services L.L.C., its General Partner
By: Blackstone Holdings I L.P., its Sole Member
By: Blackstone Holdings I/II GP Inc., its General Partner

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

[Tallgrass Energy GP, LP Schedule 13D/A]


BLACKSTONE ADVISORY PARTNERS L.P.
By: Blackstone Advisory Services L.L.C., its General Partner
By: Blackstone Holdings I L.P., its Sole Member
By: Blackstone Holdings I/II GP Inc., its General Partner

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

BLACKSTONE ADVISORY SERVICES L.L.C.
By: Blackstone Holdings I L.P., its Sole Member
By: Blackstone Holdings I/II GP Inc., its General Partner

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

BLACKSTONE HOLDINGS I L.P.
By: Blackstone Holdings I/II GP Inc., its General Partner

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

BLACKSTONE HOLDINGS I/II GP INC.

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

THE BLACKSTONE GROUP L.P.
By: Blackstone Group Management L.L.C., its General Partner

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

[Tallgrass Energy GP, LP Schedule 13D/A]


BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

/s/ Stephen A. Schwarzman
Stephen A. Schwarzman

[Tallgrass Energy GP, LP Schedule 13D/A]

SCHEDULE 1

As of March 30, 2018, the below reflects the transactions in Class A Shares effected by the Reporting Persons during the past 60 days. All transactions occurred in the open market.


Date	Common Units Purchase/(Sold)			Weighted Average Trading Price per Common Unit		Seller/Purchaser
1/30/2018		25,000		$	24.6407	Harvest Fund Advisors LLC*
2/1/2018		98,392		$	24.4951	Harvest Fund Advisors LLC*
2/7/2018		2,600		$	23.7063	Harvest Fund Advisors LLC*
2/20/2018		(32,500	)	$	22.0004	Harvest Fund Advisors LLC*
2/26/2018		(3,361	)	$	20.6473	Harvest Fund Advisors LLC*
2/27/2018		9,311		$	20.6700	Harvest Fund Advisors LLC*
2/27/2018		(9,311	)	$	20.6700	Harvest Fund Advisors LLC*
3/2/2018		(20,985	)	$	20.0337	Harvest Fund Advisors LLC*
3/5/2018		1,223		$	20.2920	Harvest Fund Advisors LLC*
3/5/2018		(1,900	)	$	20.2617	Harvest Fund Advisors LLC*
3/6/2018		(10,000	)	$	20.1100	Harvest Fund Advisors LLC*
3/12/2018		(50,000	)	$	20.5190	Harvest Fund Advisors LLC*
3/13/2018		(22,300	)	$	20.7807	Harvest Fund Advisors LLC*
3/14/2018		(12,928	)	$	20.4147	Harvest Fund Advisors LLC*
3/14/2018		(12,117	)	$	20.4200	Harvest Fund Advisors LLC*
3/15/2018		(600	)	$	20.0517	Harvest Fund Advisors LLC*
3/15/2018		(2,150	)	$	20.0786	Harvest Fund Advisors LLC*
3/16/2018		339		$	19.1450	Harvest Fund Advisors LLC*
3/16/2018		(10,000	)	$	19.1340	Harvest Fund Advisors LLC*
3/16/2018		(339	)	$	19.1450	Harvest Fund Advisors LLC*
3/20/2018		(700	)	$	18.3143	Harvest Fund Advisors LLC*
3/21/2018		(7,000	)	$	18.4239	Harvest Fund Advisors LLC*
3/22/2018		(100	)	$	18.3900	Harvest Fund Advisors LLC*
3/23/2018		(3,625	)	$	17.7614	Harvest Fund Advisors LLC*
3/26/2018		(7,820	)	$	17.3890	Harvest Fund Advisors LLC*
3/27/2018		(250,000	)	$	18.9600	Harvest Fund Advisors LLC*
3/27/2018		(22,732	)	$	19.0793	Harvest Fund Advisors LLC*
3/28/2018		5,200		$	18.3067	Harvest Fund Advisors LLC*
3/28/2018		(45,000	)	$	18.3256	Harvest Fund Advisors LLC*
3/29/2018		1,000		$	19.0080	Harvest Fund Advisors LLC*

*	Reflects transactions in the Class A Shares effected by Harvest Fund Advisors LLC on behalf of the funds and accounts it manages on or prior to the disaggregation of the HFA Business from the rest of Blackstone as of March 30, 2018.