Moler William R. Form 4 Tallgrass Energy GP / WILLIAM R. MOLER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MOLER WILLIAM R.

(Last) (First) (Middle)

4200 W. 115TH STREET, SUITE 350

(Street)

LEAWOOD KS 66211

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tallgrass Energy GP, LP [ TEGP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
TEGP Tracking Units in Tallgrass KC, LLC	(1)(2)	11/13/2017		J(1)(2)		2,493,775(1)(2)		(1)(2)	(1)(2)	Class A Shares	2,493,775(3)	(1)(2)	2,493,775(3)	I	See footnote.(4)

Explanation of Responses:

1. In November 2012, the Reporting Person made an investment in Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), to acquire an approximate 9% membership interest. The Reporting Person's membership interest in Tallgrass KC includes the 2,493,775 TEGP Tracking Units reported herein (the "TEGP Tracking Units"). As of November 13, 2017 (the "Vesting Date"), pursuant to Tallgrass KC's limited liability company agreement, the Reporting Person is now permitted to exchange (the "Exchange Right") his TEGP Tracking Units in Tallgrass KC for an equivalent number of Class A shares of the Issuer (the "Class A Shares").

2. (Continued from Footnote 1) Prior to the Vesting Date, the Manager of Tallgrass KC was required to consent to an exercise of the Exchange Right by the Reporting Person. The acquisition of beneficial ownership of the Reporting Person's TEGP Tracking Units on the Transaction Date is being reported hereunder solely because the Reporting Person may be deemed to have acquired beneficial ownership of such TEGP Tracking Units on the Vesting Date for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, due to the lapse of a material condition (the Manager's consent), which had previously restricted the Reporting Person's ability to exchange such TEGP Tracking Units for Class A Shares. An issuance of Class A Shares by the Issuer in connection with an exercise of the Exchange Right by the Reporting Person does not dilute outstanding Class A Shares, because an exercise proportionately reduces Tallgrass KC's Class B Shares and Common Units in Tallgrass Equity, LLC.

3. The TEGP Tracking Units constitute derivative securities as described herein.

4. The Reporting Person owns the TEGP Tracking Units reported herein through the William R. Moler Revocable Trust U.T.A. dated August 27, 2013, for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of the TEGP Tracking Units reported herein except to the extent of his pecuniary interest therein.

Remarks:

Executive Vice President and Chief Operating Officer

	/s/ Christopher R. Jones, Attorney-in-Fact	11/13/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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