Tallgrass Energy Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Tallgrass Equity, LLC

(Last) (First) (Middle)

4200 W. 115TH STREET, SUITE 350

(Street)

LEAWOOD KS 66211

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2015

3. Issuer Name and Ticker or Trading Symbol
Tallgrass Energy GP, LP [ TEGP ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Limited partner interests	0	I	See footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Tallgrass Equity, 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 Energy Holdings, LLC

(Last) (First) (Middle)

4200 W. 115TH STREET, SUITE 350

(Street)

LEAWOOD KS 66211

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is being filed jointly by the Reporting Person and Tallgrass Energy Holdings, LLC ("Holdings") in connection with the effectiveness of the Issuer's Registration Statement (the "Registration Statement") on Form S-1 (File No. 333-202258). As of the date of this Form 3, the Reporting Person holds an indirect ownership interest in the Issuer through its ownership of Holdings. Holdings directly owns 100% of the limited partner interest in the Issuer. The Reporting Person may therefore be deemed to beneficially own securities of the Issuer owned directly by Holdings.

2. As described in the Registration Statement, in connection with the closing of the initial public offering of the Issuer, Holdings will distribute its limited partner interests in the Issuer to each of the owners of the Reporting Person, and each of the owners of the Reporting Person will exchange their limited partner interest in the Issuer for Class B shares representing an approximate 77.5% limited partner interest in the Issuer.

Remarks:

	Tallgrass Equity, LLC, /s/ George E. Rider, By: George E. Rider, Executive Vice President, General Counsel and Secretary	05/06/2015
	Tallgrass Energy Holdings, LLC, By: Tallgrass Equity, LLC, its sole member, /s/ George E. Rider, By: George E. Rider, Executive Vice President, General Counsel and Secretary	05/06/2015
	** 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 5 (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.