Tallgrass Energy Partners Form 4 Change in insider ownership

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Tallgrass Energy Holdings, LLC

(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 Partners, LP [ TEP ]

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)
10/31/2016

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
Common units representing limited partner interests	10/31/2016		J(1)(2)		1,251,760	D	$42.5	8,058,574	I	By Tallgrass Operations, LLC(3)
Common units representing limited partner interests								20,000,000	I	By Tallgrass Equity, LLC(4)

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

1. Name and Address of Reporting Person^*

Tallgrass Energy Holdings, LLC

(Last) (First) (Middle)

4200 W. 115TH STREET, SUITE 350

(Street)

LEAWOOD KS 66211

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tallgrass Operations, LLC

(Last) (First) (Middle)

4200 W. 115TH STREET, SUITE 350

(Street)

LEAWOOD KS 66211

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tallgrass Development, LP

(Last) (First) (Middle)

4200 W. 115TH STREET, SUITE 350

(Street)

LEAWOOD KS 66211

(City) (State) (Zip)

Explanation of Responses:

1. On October 31, 2016, the Issuer partially exercised a call option previously granted by Tallgrass Operations, LLC ("Tallgrass Operations") in favor of the Issuer covering 1,251,760 of the Issuer's common units for a cash payment of $53.2 million. The call option had been granted pursuant to that certain Contribution and Transfer Agreement effective as of January 1, 2016 (the "Contribution Agreement") among the Issuer, Tallgrass Development, LP ("Tallgrass Development") and Tallgrass Operations. Under the Contribution Agreement, Tallgrass PXP Holdings, LLC, an indirect wholly-owned subsidiary of the Issuer, acquired 31.3% of the issued and outstanding membership interests in Tallgrass Pony Express Pipeline, LLC (the "Subject Interest") from Tallgrass Operations.

2. (continued from Footnote 1) As partial consideration for the Issuer's acquisition of the Subject Interest under the Contribution Agreement, 6,518,000 common units representing limited partner interests were issued to Tallgrass Operations on January 4, 2016, which common units were subject to an 18 month call option at a price of $42.50 per unit granted by Tallgrass Operations in favor of the Issuer. Previously, on July 21, 2016, the Issuer partially exercised the call option covering 3,563,146 of the Issuer's common units for a cash payment of $151.4 million. Following the Issuer's second partial exercise of the call option on October 31, 2016, 1,703,094 common units remained subject to the call option.

3. This Form 4 is being filed jointly by Tallgrass Energy Holdings, LLC ("Tallgrass Holdings"), Tallgrass Operations, LLC ("Tallgrass Operations") and Tallgrass Development, LP ("Tallgrass Development"). The securities of the Issuer are owned directly by Tallgrass Operations. Tallgrass Development directly owns 100% of the outstanding securities of Tallgrass Operations and Tallgrass Holdings is the general partner of Tallgrass Development. Tallgrass Holdings and Tallgrass Development may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Operations. Tallgrass Holdings and Tallgrass Development each disclaims beneficial ownership of the common units representing limited partner interests held by Tallgrass Operations except to the extent of its respective pecuniary interest therein.

4. Tallgrass Holdings also directly owns 100% of the outstanding securities of TEGP Management LLC, the general partner of Tallgrass Energy GP, LP, and Tallgrass Energy GP, LP is the managing member of Tallgrass Equity, LLC. Tallgrass Equity, LLC directly owns 20,000,000 common units representing limited partner interests of the Issuer. Tallgrass Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Equity, LLC. Tallgrass Holdings disclaims beneficial ownership of the common units representing limited partner interests held by Tallgrass Equity, LLC except to the extent of its pecuniary interest therein.

Remarks:

	Tallgrass Energy Holdings, LLC, /s/ Christopher R. Jones, Name: Christopher R. Jones, Title: Vice President, Secretary and General Counsel	11/02/2016
	Tallgrass Operations, LLC, /s/ Christopher R. Jones, Name: Christopher R. Jones, Title: Vice President, Secretary and General Counsel	11/02/2016
	Tallgrass Development, LP, By: Tallgrass Energy Holdings, LLC, its general partner, /s/ Christopher R. Jones, Name: Christopher R. Jones, Title: Vice President, Secretary and General Counsel	11/02/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.