Kia Viii Form 4 Tallgrass Energy GP / FRANK K BYNUM 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^*

Kelso GP VIII, LLC

(Last) (First) (Middle)

C/O KELSO AND COMPANY

320 PARK AVENUE, 24TH FLOOR

(Street)

NEW YORK NY 10022

(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)

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)

	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
Class B shares	11/22/2016		X(1)(2)(3)		5,058,497	D	$0.00	35,081,202	I(4)(5)(6)(7)(8)	By partnership
Class A shares	11/22/2016		X(1)(2)(3)		5,058,497	A	(3)	5,058,497	I(5)(6)(7)(8)	By partnership
Class A shares	11/22/2016		S		5,058,497	D	$21.846(9)	0	I	By partnership

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	(1)	11/22/2016		X(1)(2)(3)(10)			5,058,497(10)	(1)(3)	(1)(3)	Class A shares	5,058,497	$21.846(9)	35,081,202	I(5)(6)(7)(8)(11)	By partnership

1. Name and Address of Reporting Person^*

Kelso GP VIII, LLC

(Last) (First) (Middle)

C/O KELSO AND COMPANY

320 PARK AVENUE, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KIA VIII (Rubicon) GP, L.P.

(Last) (First) (Middle)

C/O KELSO AND COMPANY

320 PARK AVENUE, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KIA VIII (Rubicon), L.P.

(Last) (First) (Middle)

C/O KELSO AND COMPANY

320 PARK AVENUE, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KEP VI AIV (Rubicon), LLC

(Last) (First) (Middle)

C/O KELSO AND COMPANY

320 PARK AVENUE, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NICKELL FRANK T

(Last) (First) (Middle)

C/O KELSO AND COMPANY

320 PARK AVENUE, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WALL THOMAS R IV

(Last) (First) (Middle)

C/O KELSO AND COMPANY

320 PARK AVENUE, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MATELICH GEORGE E

(Last) (First) (Middle)

C/O KELSO AND COMPANY

320 PARK AVENUE, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GOLDBERG MICHAEL B

(Last) (First) (Middle)

C/O KELSO AND COMPANY

320 PARK AVENUE, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WAHRHAFTIG DAVID I

(Last) (First) (Middle)

C/O KELSO AND COMPANY

320 PARK AVENUE, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BYNUM FRANK K

(Last) (First) (Middle)

C/O KELSO AND COMPANY

320 PARK AVENUE, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Partnership Agreement"), KIA VIII (Rubicon), L.P. ("KIA VIII") and KEP VI AIV (Rubicon), LLC ("KEP VI AIV") each have the right, at any time following the expiration of a lock-up period and from time to time, to immediately exchange (the "Exchange Right") Class B shares of the Issuer (the "Class B shares") and a corresponding number of Units of limited liability company interest in Tallgrass Equity, LLC ("Tallgrass Equity", and such Units, the "Units", and 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.

2. Pursuant to an underwriting agreement entered into on November 17, 2016 by the underwriter and the selling shareholders (including KIA VIII and KEP VI AIV), in connection with the secondary offering of the Issuer, the underwriter has the option (the "Option") to purchase 1,350,000 additional Class A shares from the selling shareholders in the secondary offering of the Issuer.

3. On November 22, 2016, in connection with and immediately prior to the closing of the secondary offering of the Issuer on November 22, 2016, and the underwriter and the selling shareholders closing on the Option, KIA VIII and KEP VI AIV exercised their Exchange Right with respect to some of their Exchange Units, including KIA VIII and KEP VI AIV's respective pro rata shares of the Option based on KIA VIII and KEP VI AIV's respective ownership percentages of the outstanding Exchange Units, whereby the Issuer exchanged 4,308,339 Exchange Units held by KIA VIII and 750,158 Exchange Units held by KEP VI AIV on a one-for-one basis for a total of 5,058,497 Class A shares.

4. Consists of 29,878,778 Class B shares owned of record by KIA VIII and 5,202,424 Class B shares owned of record by KEP VI AIV following the transactions reported in this line of this Form 4.

5. 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.

6. 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.

7. 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.

8. Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim, Henry Mannix, III, Mathew S. Edgerton, and Stephen C. Dutton (the "Kelso Individuals") could be deemed to share beneficial ownership of securities owned of record by KIA VIII and KEP VI AIV or deemed to be beneficially owned by GP VIII, LLC or GP VIII, L.P., by virtue of their status as managing members of KEP VI AIV and of GP VIII, LLC. The Kelso Individuals each disclaim beneficial ownership of such securities, and this report shall not be deemed to be an admission that any of the Kelso Individuals is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

9. Represents the gross proceeds per Class A share sold in the secondary offering of the Issuer less the underwriting discount.

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

11. Consists of 29,878,778 Units owned of record by KIA VIII and 5,202,424 Units owned of record by KEP VI AIV following the transactions reported in this line of this Form 4.

Remarks:

Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of three filed today reporting on the same securities by the following joint filers: Kelso GP VIII, LLC; KIA VIII (Rubicon) GP, L.P.; KIA VIII (Rubicon), L.P.; KEP VI AIV (Rubicon), LLC; Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim, Henry Mannix, III, Matthew S. Edgerton and Stephen C. Dutton.

	Kelso GP VIII, LLC, By: /s/ Rosanna T. Leone, Attorney-in-Fact	11/23/2016
	KIA VIII (Rubicon) GP, L.P., By: Kelso GP VIII, LLC, its General Partner; By: /s/ Rosanna T. Leone, Attorney-in-Fact	11/23/2016
	KIA VIII (Rubicon), L.P., By: KIA VIII (Rubicon) GP, L.P., its General Partner; By: Kelso GP VIII, LLC, its General Partner; By: /s/ Rosanna T. Leone, Attorney-in-Fact	11/23/2016
	KEP VI AIV (Rubicon), LLC, By: /s/ Rosanna T. Leone, Attorney-in-Fact	11/23/2016
	By: /s/ Rosanna T. Leone, Attorney-in-Fact for Frank T. Nickell	11/23/2016
	By: /s/ Rosanna T. Leone, Attorney-in-Fact for Thomas R. Wall, IV	11/23/2016
	By: /s/ Rosanna T. Leone, Attorney-in-Fact for George E. Matelich	11/23/2016
	By: /s/ Rosanna T. Leone, Attorney-in-Fact for Michael B. Goldberg	11/23/2016
	By: /s/ Rosanna T. Leone, Attorney-in-Fact for David I. Wahrhaftig	11/23/2016
	By: /s/ Rosanna T. Leone, Attorney-in-Fact for Frank K. Bynum, Jr.	11/23/2016
	** Signature of Reporting Person	Date
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