Sec Form 4 Filing - Tallgrass Operations, LLC @ Tallgrass Energy Partners, LP - 2015-05-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Tallgrass Operations, LLC
2. Issuer Name and Ticker or Trading Symbol
Tallgrass Energy Partners, LP [ TEP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4200 W. 115TH STREET, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
05/12/2015
(Street)
LEAWOOD, KS66211
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common units representing limited partner interests 05/12/2015 S 20,000,000 ( 1 ) D $ 47.68 6,355,480 D ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tallgrass Operations, LLC
4200 W. 115TH STREET, SUITE 350
LEAWOOD, KS66211
X
Tallgrass Development, LP
4200 W. 115TH STREET, SUITE 350
LEAWOOD, KS66211
X
Signatures
Tallgrass Operations, LLC, /s/ Chris Jones, Name: Chris Jones, Title: Assistant Secretary 01/04/2016
Signature of Reporting Person Date
Tallgrass Development, LP, By: Tallgrass Energy Holdings, LLC, its general partner, /s/ Chris Jones, Name: Chris Jones, Title: Assistant Secretary 01/04/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the initial public offering of Tallgrass Energy GP, LP, Tallgrass Operations, LLC ("Tallgrass Operations") sold 20,000,000 common units representing limited partner interests in Tallgrass Energy Partners, LP (the "Issuer") to Tallgrass Equity, LLC.
( 2 )This Form 4 is being filed jointly by Tallgrass Development, LP ("Tallgrass Development") and Tallgrass Operations. The securities of the Issuer are owned directly by Tallgrass Operations. Tallgrass Development directly owns 100% of the outstanding securities of Tallgrass Operations. Tallgrass Development may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Operations.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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