Tallgrass Energy Form 4 Tallgrass Energy / Gary J Brauchle 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^*

Brauchle Gary J

(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, LP [ TGE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2019

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 A Shares	03/27/2019		S(1)		7,457	D	$23.76	129,193	D
Class A Shares	03/27/2019		F(2)		5,943	D	$23.76	123,250	D
Class A Shares								145,176.41	I	See footnote(3)
Class B Shares								545,909	I	See footnote(3)

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 in Tallgrass Equity, LLC	(4)							(4)	(4)	Class A Shares	545,909(4)		545,909(5)	I	See footnote(3)(4)

Explanation of Responses:

1. 13,400 Equity Participation Shares (the "EPSs") held by the Reporting Person vested on March 11, 2019. On March 27, 2019, the Reporting Person entered into a purchase agreement with acquisition vehicles controlled by affiliates of Blackstone Infrastructure Partners (such acquisition vehicles, collectively, the "Sponsor Entities"). Pursuant to the purchase agreement, the Reporting Person agreed to sell to the Sponsor Entities 7,457 Class A Shares of Issuer ("Class A Shares") in a private transaction, which number represents the number of Class A Shares the Reporting Person is entitled to receive as a result of the vesting of EPSs less all Class A Shares withheld to fulfill the Reporting Person's applicable tax withholding obligations.

2. In connection with the vesting and agreement to sell described in footnote 1, the Reporting Person has made an election to withhold 5,943 EPSs to satisfy his tax withholding obligations related to the vesting of the EPSs. This is not an open market sale of securities.

3. The Reporting Person indirectly owns the Class A Shares, Class B Shares of the Issuer ("Class B Shares") and the Units representing limited liability company interests ("Units") in Tallgrass Equity, LLC ("Tallgrass Equity") reported herein under trust agreement dated April 10, 2014, for which the Reporting Person serves as Trustee. The Reporting Person disclaims beneficial ownership of the Class A Shares, Class B Shares and Units reported herein except to the extent of his pecuniary interest therein.

4. Pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Issuer dated July 2, 2018 and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity dated May 12, 2015, the Reporting Person has a right, from time to time, at his sole election, to immediately exchange his Class B Shares and an equivalent number of Units for a like number of Class A Shares. As a result, all Class B Shares and Units owned by the Reporting Person, may be deemed to constitute Class A Shares beneficially owned by him.

5. The Units, collectively with the Class B Shares, constitute derivative securities as described herein.

Remarks:

Executive Vice President and Chief Financial Officer

	/s/ Christopher R. Jones, Attorney-in-Fact	03/29/2019
	** 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).
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