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

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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^*

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)
02/01/2017

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	02/01/2017		J(1)		1,703,094	D	$42.5	6,355,480	I	By Tallgrass Operations, LLC(2)(3)
Common units representing limited partner interests	02/01/2017		J(1)		736,262	D	$47.99	5,619,218	I	By Tallgrass Operations, LLC(2)(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 February 1, 2017, the Issuer repurchased 2,439,356 of the Issuer's common units from Tallgrass Operations, LLC ("Tallgrass Operations"), equaling the number of common units sold by the Issuer under its at-the-market equity program since November 3, 2016. 1,703,094 common units were repurchased pursuant to a call option granted by Tallgrass Operations and, following such repurchase, no additional common units remain subject to the call option. 736,262 common units were repurchased for a negotiated cash payment of approximately $35.3 million, which was approved by the Conflicts Committee of the Board of Directors of the Issuer's general partner.

2. This Form 4 is being filed jointly by Tallgrass Energy Holdings, LLC ("Tallgrass Holdings"), 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.

3. (Continued from footnote 2) 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. As a result of the transactions reported on this Form 4, Tallgrass Operations and Tallgrass Development no longer hold 10% of the outstanding securities of Issuer and, therefore, are no longer subject to Section 16 filings in connection with ownership of the Issuer.

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	02/03/2017
	Tallgrass Operations, LLC, /s/ Christopher R. Jones, Name: Christopher R. Jones, Title: Vice President, Secretary and General Counsel	02/03/2017
	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	02/03/2017
	** Signature of Reporting Person	Date
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