Tallgrass Energy Form 4 Tallgrass Energy GP / JOHN T RAYMOND 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^*

RAYMOND JOHN T

(Last) (First) (Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2016

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
Class B shares	11/22/2016		J(2)(3)(4)		5,175,000	D	$0.00(4)	35,889,165(2)(3)	I	See footnote(1)
Class A shares	11/22/2016		J(2)(3)(4)		5,175,000	A	$0.00(4)	5,175,000	I	See footnote(1)
Class A shares	11/22/2016		S		5,175,000	D	$22	0	I	See footnote(1)
Class A shares								235,000	D

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
Units of Tallgrass Equity, LLC	(2)(3)(4)	11/22/2016		J(2)(3)(4)			5,175,000	(2)(3)	(2)(3)	Class A shares	5,175,000	$0.00(4)	35,889,165	I	See footnote(1)

Explanation of Responses:

1. As of the date of this Form 4, the Reporting Person holds an indirect ownership interest in the Issuer through his ownership in Tallgrass Holdings, LLC ("Tallgrass Holdings"). Further, the Reporting Person is the sole member of the general partner of the manager of Tallgrass Holdings, and therefore, he may be deemed to be the beneficial owner of all of the interests reported herein. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by the Reporting Person that he is the beneficial owner of any of the securities referred to herein for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed except to the extent of the Reporting Person's pecuniary interest therein.

2. Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Partnership Agreement") and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, LLC ("Tallgrass Equity") dated May 12, 2015 (the "Tallgrass Equity LLC Agreement"), Tallgrass Holdings has the right from time to time, at Tallgrass Holdings' sole election, to immediately exchange (the "Exchange Right") its Class B shares of the Issuer (the "Class B Shares") and a corresponding number of Units of limited liability company interest (the "Units") in Tallgrass Equity for a like number of Class A shares of the Issuer (the "Class A Shares"), subject to certain thresholds regarding the number of Class B Shares and Units to be exchanged.

3. (continued from footnote 2) As a result, all Class B Shares and Units owned by Tallgrass Holdings, whether or not exchanged as of the date hereof, may be deemed to constitute Class A Shares indirectly beneficially owned by the Reporting Person (see footnote (1)) because Tallgrass Holdings may acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass Holdings' sole election.

4. 5,175,000 Class B Shares and a corresponding number of Units reported herein were exchanged by Tallgrass Holdings for 5,175,000 Class A Shares. This exchange was made pursuant to Tallgrass Holdings' Exchange Right and in accordance with the Partnership Agreement and Tallgrass Equity LLC Agreement.

	/s/ John T. Raymond	11/25/2016
	** Signature of Reporting Person	Date
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