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Filing Details

Accession Number:: 0001209191-15-041794
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-05-12 17:10:20
Reporting Period:: 2015-05-12

Filing Date:: 2015-05-12
Accepted Time:: 2015-05-12 17:10:20
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1633651	Tallgrass Energy Gp Lp	TEGP	Natural Gas Transmission (4922)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1186173	T John Raymond	4200 W. 115Th Street, Suite 350 Leawood KS 66211		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Shares	Acquisiton	2015-05-12	235,000	$29.00	235,000	No	4	P	Direct
Class B Shares	Acquisiton	2015-05-12	43,398,540	$0.00	43,398,540	No	4	A	Indirect	See footnotes
Class B Shares	Disposition	2015-05-12	2,334,375	$0.00	41,064,165	No	4	D	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	A	Indirect	See footnotes
No	4	D	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Shares	Units in Tallgrass Equity, LLC	Acquisiton	2015-05-12	43,398,540	$0.00	43,398,540	$0.00
Class A Shares	Units in Tallgrass Equity, LLC	Disposition	2015-05-12	2,334,375	$27.62	2,334,375	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
43,398,540			No	4	J	Indirect
41,064,165			No	4	J	Indirect

Footnotes

The Reporting Person purchased the securities through the Directed Share Program conducted in connection with the Issuer's initial public offering.
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 held by Tallgrass Holdings. Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Partnership Agreement"), Tallgrass Holdings' existing limited partner interests in the Issuer were converted into 43,398,540 Class B shares of the Issuer (the "Class B shares"), (Continued in Footnote 3)
(Continued from Footnote 2) and pursuant to the Second Amended and Restated Limited Liability Company Agreement (the "Tallgrass Equity LLC Agreement") of Tallgrass Equity, LLC ("Tallgrass Equity") dated May 12, 2015, Tallgrass Holdings' existing limited liability company interests in Tallgrass Equity were converted into 43,398,540 Units of limited liability company interest (the "Units").
Pursuant to the Partnership Agreement, Tallgrass Holdings will have the right, at any time following the expiration of a lock-up period and from time to time, to immediately exchange (the "Exchange Right") its Class B shares and a corresponding number of Units for a like number of Class A shares of the Issuer (the "Class A shares"). As a result, the Reporting Person may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right.
The Reporting Person disclaims beneficial ownership of the securities held by Tallgrass Holdings, except to the extent of his pecuniary interest therein.
The Units, collectively with the Class B shares, constitute the derivative securities acquired as described herein.
Pursuant to the Tallgrass Equity LLC Agreement executed in connection with the closing of the initial public offering of the Issuer, Tallgrass Holdings agreed that if underwriters in the Issuer's initial public offering exercised the option granted to them in the underwriting agreement (the "Option"), the Issuer would issue additional Class A shares and use the proceeds thereof to purchase a corresponding number of Units from Tallgrass Holdings. On May 12, 2015, (i) the underwriters and the Issuer closed on the Option, whereby the underwriters purchased an additional 6,225,000 Class A Shares, (ii) the Issuer (a) redeemed 2,334,375 Class B shares from Tallgrass Holdings (representing Tallgrass Holdings' ownership percentage of the outstanding Class B shares) and (b) purchased an equal number of Units for $27.6225/unit (representing the gross proceeds per Class A share issued less the underwriting discount).