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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X

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)
01/31/2020

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	01/31/2020		J(1)		773,510	D	(1)	0	I	See Footnotes(2)(7)(9)(10)
Class A Shares	01/31/2020		J(1)		1,127,935	D	(1)	0	I	See Footnotes(3)(7)(9)(10)
Class A Shares	01/31/2020		J(1)		21,751,018	D	(1)	0	I	See Footnotes(4)(7)(9)(10)
Class B Shares	01/31/2020		J(1)		92,778,793	D	(1)	0	I	See Footnotes(5)(7)(9)(10)
Class B Shares	01/31/2020		J(1)		7,876,328	D	(1)	0	I	See Footnotes(6)(7)(9)(10)

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	(8)	01/31/2020		J(1)			92,778,793	(8)	(8)	Class A shares	92,778,793	(1)	0	I	See Footnotes(5)(7)(9)(10)
TE Units	(8)	01/31/2020		J(1)			7,876,328	(8)	(8)	Class A shares	7,876,328	(1)	0	I	See Footnotes(6)(7)(9)(10)

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 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)

Explanation of Responses:

1. On July 1, 2019, The Blackstone Group L.P., a Delaware limited partnership, converted into a Delaware corporation named The Blackstone Group Inc. In connection with such conversion, pursuant to an internal reorganization effective as of January 31, 2020, interests in BIA GP L.P. and BIA GP L.L.C. were transferred from Blackstone Holdings III L.P. to Blackstone Holdings II L.P. Blackstone Holdings III L.P., Blackstone Holdings III GP L.P. and Blackstone Holdings III GP Management L.L.C. are filing this "exit" Form 4 to report that they are no longer beneficial owners of securities of Tallgrass Energy, LP ("TGE"). Blackstone Holdings II L.P. and Blackstone Holdings I/II GP L.L.C., the general partner of Blackstone Holdings II L.P., are separately filing a Form 3 to report beneficial ownership of TGE securities in connection with the above reorganization. This internal reorganization did not involve any purchase or sale of securities of TGE.

2. These Class A shares representing limited partner interests of TGE ("Class A shares") are owned directly by Prairie Secondary Acquiror LP ("Secondary Acquiror ").

3. These Class A shares are owned directly by Prairie Secondary Acquiror E LP ("Secondary Acquiror 2").

4. These Class A shares are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror").

5. These Class B shares ("Class B shares") representing limited partner interests in TGE and units ("TE units") representing membership interests in Tallgrass Equity, LLC are owned directly by Prairie ECI Acquiror LP ("ECI Acquiror").

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

7. BIP Holdings Manager L.L.C. is the general partner of each of the Acquiror LPs. Blackstone Infrastructure Associates L.P. is the managing member of BIP Holdings Manager L.L.C. The general partner of Blackstone Infrastructure Associates L.P. 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 II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is The Blackstone Group Inc. The sole holder of 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

8. 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.

9. 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.

10. 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.

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	02/04/2020
	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	02/04/2020
	BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	02/04/2020
	** Signature of Reporting Person	Date
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