Holdings III GP Management L.L.C. Blackstone Form 4 Tallgrass Energy / Holdings III GP Management L.L.C. Blackstone 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^*

Blackstone Holdings III L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2019

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

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

	Form filed by One Reporting Person
X	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
Class A shares	10/01/2019		J(1)		399	D	(1)	773,510	I	See Footnotes(3)(8)(10)(11)(12)
Class A shares	10/01/2019		J(1)		537	D	(1)	1,127,935	I	See Footnotes(4)(8)(10)(11)(12)
Class B shares	10/01/2019		J(2)		5,575,045	D	(2)	92,778,793	I	See Footnotes(5)(8)(10)(11)(12)
Class B shares	10/01/2019		J(2)		5,575,045	A	(2)	7,876,328	I	See Footnotes(6)(8)(10)(11)(12)
Class A shares								21,751,018	I	See Footnotes(7)(8)(10)(11)(12)

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
TE units	(9)	10/01/2019		J(2)			5,575,045	(9)	(9)	Class A shares	5,575,045	(2)	92,778,793	I	See Footnotes(5)(8)(10)(11)(12)
TE units	(9)	10/01/2019		J(2)		5,575,045		(9)	(9)	Class A shares	5,575,045	(2)	7,876,328	I	See Footnotes(6)(8)(10)(11)(12)

1. Name and Address of Reporting Person^*

Blackstone Holdings III L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings III GP Management L.L.C.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings III GP L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Group Inc

(Last) (First) (Middle)

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Group Management L.L.C.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHWARZMAN STEPHEN A

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Explanation of Responses:

1. On October 1, 2019, an affiliate of Blackstone Infrastructure Associates L.P. ("BIA") transferred ownership interests in Prairie Secondary Acquiror LP ("Secondary Acquiror") and Prairie Secondary Acquiror E LP ("Secondary Acquiror 2") to another affiliate of BIA at a transfer price based on $24.13 per Class A share ("Class A shares") representing limited partner interests in Tallgrass Energy, LP ("TGE"). There was no change in the aggregate number of Class A shares owned by Secondary Acquiror or Secondary Acquiror 2 as a result of these transfers, but BIA and certain other affiliated Reporting Persons may be deemed to have disposed of a portion of their pecuniary interest in TGE's Class A shares held by Secondary Acquiror and Secondary Acquiror E as a result of such transfers.

2. On October 1, 2019, Prairie ECI Acquiror LP ("ECI Acquiror") distributed to an affiliate of BIA beneficial ownership of 5,575,045 Class B shares ("Class B shares") representing limited partner interests in TGE and 5,575,045 units ("TE units") representing membership interests in Tallgrass Equity, LLC, and portion of its member interest in the entity which owns the Issuer's general partner, and such affiliate transferred such Class B shares, TE units and member interest to Prairie VCOC Acquiror LP ("VCOC Acquiror") in exchange for approximately $98.8 million and the assumption of approximately $50.3 million of debt.

3. These Class A shares are owned directly by Secondary Acquiror.

4. These Class A shares are owned directly by Secondary Acquiror 2.

5. These Class B shares and TE units are owned directly by ECI Acquiror.

6. These Class B shares and TE units are owned directly by VCOC Acquiror.

7. These Class A shares are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror" together with Secondary Acquiror, Secondary Acquiror 2, ECI Acquiror, Non-ECI Acquiror and VCOC Acquiror, the "Acquiror LPs").

8. The general partner of BIA is BIA GP L.P. The general partner of BIA GP L.P. is BIA GP L.L.C. The sole member of BIA GP L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group Inc. The sole holder of the Class C common stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

9. TE units may be exchanged by the holders thereof for an equivalent number of Class A shares and upon such exchange, an equivalent number of Class B shares held by such holder will be cancelled.

10. 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 or that any of the transactions reported herein are subject to Section 16.

11. 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.

12. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.

Remarks:

	BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	10/03/2019
	BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	10/03/2019
	BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	10/03/2019
	THE BLACKSTONE GROUP INC., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	10/03/2019
	BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	10/03/2019
	By: /s/ Stephen A. Schwarzman, Name: Stephen A. Schwarzman	10/03/2019
	** Signature of Reporting Person	Date
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