Sec Form 4 Filing - Tallgrass Energy Holdings, LLC @ Tallgrass Energy Partners, LP - 2016-10-31

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 Energy Holdings, 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) 10/31/2016 (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 10/31/2016 J( 1 )( 2 ) 1,251,760 D $ 42.5 8,058,574 I By Tallgrass Operations, LLC ( 3 ) Common units representing limited partner interests 20,000,000 I By Tallgrass Equity, LLC ( 4 )

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 Energy Holdings, LLC 4200 W. 115TH STREET, SUITE 350 LEAWOOD, KS66211 X 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 Energy Holdings, LLC, /s/ Christopher R. Jones, Name: Christopher R. Jones, Title: Vice President, Secretary and General Counsel 11/02/2016 Signature of Reporting Person Date Tallgrass Operations, LLC, /s/ Christopher R. Jones, Name: Christopher R. Jones, Title: Vice President, Secretary and General Counsel 11/02/2016 Signature of Reporting Person Date Tallgrass Development, LP, By: Tallgrass Energy Holdings, LLC, its general partner, /s/ Christopher R. Jones, Name: Christopher R. Jones, Title: Vice President, Secretary and General Counsel 11/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 31, 2016, the Issuer partially exercised a call option previously granted by Tallgrass Operations, LLC ("Tallgrass Operations") in favor of the Issuer covering 1,251,760 of the Issuer's common units for a cash payment of $53.2 million. The call option had been granted pursuant to that certain Contribution and Transfer Agreement effective as of January 1, 2016 (the "Contribution Agreement") among the Issuer, Tallgrass Development, LP ("Tallgrass Development") and Tallgrass Operations. Under the Contribution Agreement, Tallgrass PXP Holdings, LLC, an indirect wholly-owned subsidiary of the Issuer, acquired 31.3% of the issued and outstanding membership interests in Tallgrass Pony Express Pipeline, LLC (the "Subject Interest") from Tallgrass Operations. ( 2 )(continued from Footnote 1) As partial consideration for the Issuer's acquisition of the Subject Interest under the Contribution Agreement, 6,518,000 common units representing limited partner interests were issued to Tallgrass Operations on January 4, 2016, which common units were subject to an 18 month call option at a price of $42.50 per unit granted by Tallgrass Operations in favor of the Issuer. Previously, on July 21, 2016, the Issuer partially exercised the call option covering 3,563,146 of the Issuer's common units for a cash payment of $151.4 million. Following the Issuer's second partial exercise of the call option on October 31, 2016, 1,703,094 common units remained subject to the call option. ( 3 )This Form 4 is being filed jointly by Tallgrass Energy Holdings, LLC ("Tallgrass Holdings"), Tallgrass Operations, LLC ("Tallgrass Operations") and Tallgrass Development, LP ("Tallgrass Development"). The securities of the Issuer are owned directly by Tallgrass Operations. Tallgrass Development directly owns 100% of the outstanding securities of Tallgrass Operations and Tallgrass Holdings is the general partner of Tallgrass Development. Tallgrass Holdings and Tallgrass Development may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Operations. Tallgrass Holdings and Tallgrass Development each disclaims beneficial ownership of the common units representing limited partner interests held by Tallgrass Operations except to the extent of its respective pecuniary interest therein. ( 4 )Tallgrass Holdings also directly owns 100% of the outstanding securities of TEGP Management LLC, the general partner of Tallgrass Energy GP, LP, and Tallgrass Energy GP, LP is the managing member of Tallgrass Equity, LLC. Tallgrass Equity, LLC directly owns 20,000,000 common units representing limited partner interests of the Issuer. Tallgrass Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Equity, LLC. Tallgrass Holdings disclaims beneficial ownership of the common units representing limited partner interests held by Tallgrass Equity, LLC except to the extent of its pecuniary interest therein.

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