Enagás (ENGGF) Form 3 Tallgrass Energy / Holding USA, S.L.U. Enagas 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^*

Enagas U.S.A. LLC

(Last) (First) (Middle)

PASEO DE LOS OLMOS, 19

(Street)

MADRID U3 28005

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2019

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

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 A Shares	21,751,018	I	See Footnotes(1)(3)(6)(7)
Class B Shares	100,655,121(5)	I	See Footnotes(2)(3)(4)(6)(7)

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
TE Units	(4)	(4)	Class B Shares	100,655,121(5)	(4)	I	See Footnotes(2)(3)(6)(7)
Obligation to Acquire	(5)	(5)	Class A Shares/Class B Shares/TE Units	(5)	(5)	I	See Footnotes(3)(5)(6)(7)

1. Name and Address of Reporting Person^*

Enagas U.S.A. LLC

(Last) (First) (Middle)

PASEO DE LOS OLMOS, 19

(Street)

MADRID U3 28005

(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 Holding USA, 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 Internacional, S.L.U.

(Last) (First) (Middle)

PASEO DE LOS OLMOS, 19

(Street)

MADRID 28005

(City) (State) (Zip)

Explanation of Responses:

1. These Class A Shares representing limited partner interests ("Class A Shares") of Tallgrass Energy, LP ("TGE") are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror").

2. Includes 98,067,182 Class B Shares representing non-economic limited partner interests ("Class B Shares") of TGE and an equal number TE Units representing membership interests ("TE units") of Tallgrass Equity, LLC ("TE") owned directly by Prairie ECI Acquiror LP ("ECI Acquiror"); and 2,587,939 Class B Shares and an equal number of TE units owned directly by Prairie VCOC Acquiror LP ("VCOC Acquiror").

3. BIP Holdings Manager L.L.C. ("Holdings Manager") is the general partner of each of Non-ECI Acquiror, ECI Acquiror and VCOC Acquiror (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. As a result, each of the Reporting Persons may be deemed to beneficially own the Class A Shares, Class B Shares and TE Units held by the Acquirors. Enagas is a publicly traded corporation with shares listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges (Spain).

4. TE Units may be exchanged by the holders thereof for an equivalent number of Class A Shares and upon such exchange, an equivalent number of Class B Shares held by such holder will be cancelled.

5. Pursuant to the Equityholders Agreement, affiliates of Enagss are required to acquire, promptly after the Committee on Foreign Investments in the United States approves Enagas making further investments in TGE's securities, BIA GP L.P.'s ("BIA GP") (i) 4,308,696 Class B shares and 4,308,696 TE units in exchange for $77.1 million plus the assumption of $38.9 million of debt and (ii) approximately 5.60% of the Class A shares owned by Prairie Secondary Acquiror E LP on the date of settlement in exchange for $14.1 million.

6. 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.

7. 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: Chief Executive Officer	03/18/2019
	Enagas International, S.L.U, By: /s/ Marcelino Oreja Arburua, Name: Marcelino Oreja Arburua, Title: Authorized Representative	03/18/2019
	Enagas Holding USA, S.L.U., By: /s/ Marcelino Oreja Arburua, Name: Marcelino Oreja Arburua, Title: Authorized Representative	03/18/2019
	Enagas U.S.A. LLC, By: /s/ Marcelino Oreja Arburua, Name: Marcelino Oreja Arburua, Title: Authorized Representative	03/18/2019
	** Signature of Reporting Person	Date
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