Sec Form 4 Filing - Tallgrass Holdings, LLC @ Tallgrass Energy GP, LP - 2016-11-22

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 Holdings, LLC 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) (Last) (First) (Middle) 811 MAIN STREET, SUITE 4200 3. Date of Earliest Transaction (MM/DD/YY) 11/22/2016 (Street) HOUSTON, TX77002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Class B shares 11/22/2016 J( 1 )( 2 )( 3 ) 5,175,000 D $ 0 ( 3 ) 35,889,165 ( 1 ) ( 2 ) D Class A shares 11/22/2016 J( 1 )( 2 )( 3 ) 5,175,000 A $ 0 ( 3 ) 5,175,000 D Class A shares 11/22/2016 S 5,175,000 D $ 22 0 D

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 Units of Tallgrass Equity, LLC ( 1 ) ( 2 ) ( 3 ) 11/22/2016 J( 1 )( 2 )( 3 ) 5,175,000 ( 1 )( 2 ) ( 1 )( 2 ) Class A shares 5,175,000 $ 0 ( 3 ) 35,889,165 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tallgrass Holdings, LLC 811 MAIN STREET, SUITE 4200 HOUSTON, TX77002 X Signatures Tallgrass Holdings, LLC, By: EMG Fund II Management, LP, its manager, By: EMG Fund II Management, LLC, its general partner, /s/ John T. Raymond, By: John T. Raymond, Chief Executive Officer 11/25/2016 Signature of Reporting Person Date

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") and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, LLC ("Tallgrass Equity") dated May 12, 2015 (the "Tallgrass Equity LLC Agreement"), Tallgrass Holdings has the right from time to time, at Tallgrass Holdings' sole election, to immediately exchange (the "Exchange Right") its Class B shares representing limited partner interests of the Issuer (the "Class B Shares") and a corresponding number of Units of limited liability company interest (the "Units") in Tallgrass Equity for a like number of Class A shares representing limited partner interests of the Issuer (the "Class A Shares"), subject to certain thresholds regarding the number of Class B Shares and Units to be exchanged. ( 2 )(continued from footnote 1) As a result, all Class B Shares and Units owned by Tallgrass Holdings, whether or not exchanged as of the date hereof, may be deemed to constitute Class A Shares beneficially owned by Tallgrass Holdings because Tallgrass Holdings may acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass Holdings' sole election. ( 3 )5,175,000 Class B Shares and a corresponding number of Units reported herein were exchanged by Tallgrass Holdings for 5,175,000 Class A Shares. This exchange was made pursuant to Tallgrass Holdings' Exchange Right and in accordance with the Partnership Agreement and Tallgrass Equity LLC Agreement.

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

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