Tallgrass Energy Form 3 Tallgrass Energy GP / Matthew S. Edgerton ownership change

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

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1. Name and Address of Reporting Person^*

Dutton Stephen C.

(Last) (First) (Middle)

C/O KELSO & COMPANY

320 PARK AVENUE, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/15/2016

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)
Class B shares	40,139,699	I(1)(2)(3)(4)(5)	By partnership

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
Units in Tallgrass Equity, LLC(6)	(7)	(7)	Class A shares	40,139,699	(6)(7)	I(2)(3)(4)(5)(8)	By partnership

1. Name and Address of Reporting Person^*

Dutton Stephen C.

(Last) (First) (Middle)

C/O KELSO & COMPANY

320 PARK AVENUE, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Edgerton Matthew S.

(Last) (First) (Middle)

C/O KELSO & COMPANY

320 PARK AVENUE, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Consists of 34,187,117 Class B shares owned of record by KIA VIII (Rubicon), L.P. ("KIA VIII") and 5,952,582 Class B shares owned of record by KEP VI AIV (Rubicon), LLC ("KEP VI AIV").

2. Kelso GP VIII, LLC ("GP VIII, LLC") is the general partner of KIA VIII (Rubicon) GP, L.P. ("GP VIII, L.P." and, together with GP VIII, LLC, the "Kelso GPs"). GP VIII, L.P. is the general partner of KIA VIII. GP VIII, LLC and GP VIII, L.P. could be deemed to share beneficial ownership of securities owned of record or deemed to be beneficially owned by KIA VIII. GP VIII, LLC and GP VIII, L.P. each disclaim beneficial ownership of all of the securities reported herein except to the extent of its respective pecuniary interest, if any, therein, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

3. KIA VIII and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the other's securities. KIA VIII and KEP VI AIV each disclaim beneficial ownership of all of the securities deemed to be beneficially owned by the other and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

4. The Kelso GPs and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the other's securities. The Kelso GPs and KEP VI AIV each disclaim beneficial ownership of all of the securities owned of record or deemed to be beneficially owned by the other or owned of record by KIA VIII and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

5. The reporting persons were appointed managing members of KEP VI AIV and of GP VIII, LLC on March 15, 2016, and, by reason of such appointment, each of them may be deemed to share beneficial ownership of securities owned of record or beneficially owned by KIA VIII and KEP IV AIV, or deemed to be beneficially owned by GP VIII, LLC or GP VIII, L.P., by virtue of his status as a managing member of KEP VI AIV and of GP VIII, LLC. The reporting persons each disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that either reporting person is the beneficial owner of these securities for any purpose.

6. The Units, collectively with the Class B shares, constitute the derivative securities described herein.

7. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV each has the right to immediately exchange (the "Exchange Right") Class B shares and a corresponding number of Units (each Class B share and Unit so exchanged, together, an "Exchange Unit") for a like number of Class A shares of the Issuer (the "Class A shares"), not to exceed, in the aggregate, the total number of Exchange Units held by KIA VIII or KEP VI AIV, as applicable. As a result, the reporting persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right.

8. Consists of 34,187,117 Units owned of record by KIA VIII and 5,952,582 Units owned of record by KEP VI AIV.

Remarks:

Exhibit List Exhibit 24.1 Power of Attorney

	/s/ Rosanna T. Leone, Attorney-in-Fact for Stephen C. Dutton	03/18/2016
	/s/ Rosanna T. Leone, Attorney-in-Fact for Matthew S. Edgerton	03/18/2016
	** Signature of Reporting Person	Date
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