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Filing Details

Accession Number:: 0000899243-19-009274
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-03-29 17:14:48
Reporting Period:: 2019-03-27

Accepted Time:: 2019-03-29 17:14:48
SEC Url:: Form 4 Filing

Issuer

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

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1770187	Enagas Internacional, S.l.u.	Paseo De Los Olmos, 19 Madrid 28005	No	No	Yes	No
1770189	Enagas Holding Usa, S.l.u.	Paseo De Los Olmos, 19 Madrid U3 28005	No	No	Yes	No
1770190	Enagas U.s.a. Llc	Paseo De Los Olmos, 19 Madrid U3 28005	No	No	Yes	No
1770347	Enagas, S.a.	Paseo De Los Olmos, 19 Madrid U3 28005	No	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	2019-03-27	125,698	$23.76	242,362	No	4	P	Indirect	See Footnotes
Class A Shares	Acquisiton	2019-03-27	183,294	$23.76	353,413	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Shares	21,751,018	Indirect	See Footnotes

Footnotes

The Class A shares representing limited partner interests ("Class A shares") of Tallgrass Energy, LP ("TGE") acquired by the Reporting Persons were issuable by TGE to certain members of TGE management in connection with the accelerated vesting of incentive awards held by such persons upon the closing of the transactions contemplated by the Purchase Agreement, dated January 30, 2019, by and among Tallgrass Energy Holdings, LLC, Tallgrass Holdings, LLC, certain affiliates of the Reporting Persons, and other parties thereto. The Reporting Persons agreed to acquire these Class A Shares to provide the selling management members with liquidity consistent with what would have been provided if the incentive awards had been settled in cash.
The Forms 4 filed by the Reporting Persons on March 21, 2019 and March 27, 2019 misstated the number of Class A shares owned following the transactions reported therein. The Class A share numbers reported herein have been corrected.
These Class A shares are owned directly by Prairie Secondary Acquiror LP ("Secondary Acquiror 1").
These Class A shares are owned directly by Prairie Secondary Acquiror E LP ("Secondary Acquiror 2").
These Class A shares are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror").
BIP Holdings Manager L.L.C. ("Holdings Manager") is the general partner of each of Secondary Acquiror 1, Secondary Acquiror 2 and Non-ECI Acquiror (the "Acquiror LPs"). Pursuant to the Equityholders Agreement dated as of March 11, 2019 (the "Equityholders Agreement"), the consent of Enagas Holding USA, S.L.U. ("Enagas Holding") and Enagas U.S.A. LLC ("Enagas USA") are required in certain circumstances for Holdings Manager to direct the avoting and disposition of the securities held by the Acquiror LPs. Enagas, S.A. ("Enagas") is the sole shareholder of Enagas Internacional, S.L.U., which is the sole shareholder of Enagas Holding, which is the sole member of Enagas USA. Enagas is a publicly traded corporation with shares listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges (Spain).
Each of the Reporting Persons disclaims beneficial ownership of the securities held by the Acquiror LPs, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.