Enagas U.S.A. Form 4 Tallgrass Energy / Internacional, S.L.U. Enagas 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Enagas U.S.A. LLC

(Last) (First) (Middle)

850 NEW BURTON ROAD, SUITE 201

(Street)

DOVER DE 19904

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

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2020

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 A Shares	04/17/2020		P		152,770,061	A	$22.45(1)	0(1)	I	See Footnote(1)
Class A Shares								773,510	I	See Footnotes(2)(6)(7)(8)
Class A Shares								1,127,935	I	See Footnotes(3)(6)(7)(8)
Class A Shares								21,751,018	I	See Footnotes(4)(6)(7)(8)
Class B Shares								100,655,121	I	See Footnotes(5)(6)(7)(8)

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

1. Name and Address of Reporting Person^*

Enagas U.S.A. LLC

(Last) (First) (Middle)

850 NEW BURTON ROAD, SUITE 201

(Street)

DOVER DE 19904

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Enagas, S.A.

(Last) (First) (Middle)

PASEO DE LOS OLMOS, 19

(Street)

MADRID U3 28005

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Enagas Internacional, S.L.U.

(Last) (First) (Middle)

PASEO DE LOS OLMOS, 19

(Street)

MADRID U3 28005

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Enagas Holding USA, S.L.U.

(Last) (First) (Middle)

PASEO DE LOS OLMOS, 19

(Street)

MADRID U3 28005

(City) (State) (Zip)

Explanation of Responses:

1. On April 17, 2020, pursuant to a merger agreement, an affiliate of the Reporting Persons was merged with and into the Issuer, with the Issuer surviving the merger and continuing to exist as a Delaware limited partnership and owned, directly or indirectly, by the Acquiror LPs (as defined below). At the effective time of the merger (the "Effective Time"), each issued and outstanding Class A share representing limited partner interests of TGE ("Class A Share") as of immediately prior to the Effective Time (other than the Class A Shares owned by the Acquiror LPs) was converted into the right to receive $22.45 per Class A Share in cash without any interest thereon and was cancelled by the Issuer.

2. These Class A Shares are owned directly by Prairie Secondary Acquiror LP ("Secondary Acquiror").

3. These Class A Shares are owned directly by Prairie Secondary Acquiror E LP ("Secondary Acquiror 2").

4. These Class A Shares are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror").

5. These Class B shares are owned directly by Prairie VCOC Acquiror LP ("VCOC Acquiror") and Prairie ECI Acquiror LP ("ECI Acquiror", and together with Secondary Acquiror, Secondary Acquiror 2, Non-ECI Acquiror, and VCOC Acquiror, the "Acquiror LPs").

6. BIP Holdings Manager L.L.C. ("Holdings Manager") is the general partner of each of the Acquiror LPs. Pursuant to the Equityholders Agreement dated as of March 11, 2019 (the "Equityholders Agreement"), the consent of Enagas Holding USA, S.L.U. ("Enagas Holding") and Enagas U.S.A. LLC ("Enagas USA") are required in certain circumstances for Holdings Manager to direct the voting and disposition of the securities held by the Acquiror LPs. Enagas, S.A. ("Enagas") is the sole shareholder of Enagas Internacional, S.L.U., which is the sole shareholder of Enagas Holding, which is the sole member of Enagas USA. Enagas is a publicly traded corporation with shares listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges (Spain).

7. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the Acquiror LPs, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

8. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

Remarks:

	Enagas, S.A., By: /s/ Marcelino Oreja Arburua, Name: Marcelino Oreja Arburua, Title: Authorized Representative	04/17/2020
	Enagas International, S.L.U., By: /s/ Marcelino Oreja Arburua, Name: Marcelino Oreja Arburua, Title: Authorized Representative	04/17/2020
	Enagas Holding USA, S.L.U., By: /s/ Marcelino Oreja Arburua, Name: Marcelino Oreja Arburua, Title: Authorized Representative	04/17/2020
	Enagas U.S.A. LLC, By: /s/ Marcelino Oreja Arburua, Name: Marcelino Oreja Arburua, Title: Authorized Representative	04/17/2020
	** 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).
** 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.