Sec Form 4 Filing - Tallgrass Energy Holdings, LLC @ Tallgrass Energy Partners, LP - 2017-02-01

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 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)
02/01/2017
(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 02/01/2017 J( 1 ) 1,703,094 D $ 42.5 6,355,480 I By Tallgrass Operations, LLC ( 2 ) ( 3 )
Common units representing limited partner interests 02/01/2017 J( 1 ) 736,262 D $ 47.99 5,619,218 I By Tallgrass Operations, LLC ( 2 ) ( 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)
Co de 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
Former 10% Owner
Tallgrass Development, LP
4200 W. 115TH STREET, SUITE 350
LEAWOOD, KS66211
Former 10% Owner
Signatures
Tallgrass Energy Holdings, LLC, /s/ Christopher R. Jones, Name: Christopher R. Jones, Title: Vice President, Secretary and General Counsel 02/03/2017
Signature of Reporting Person Date
Tallgrass Operations, LLC, /s/ Christopher R. Jones, Name: Christopher R. Jones, Title: Vice President, Secretary and General Counsel 02/03/2017
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 02/03/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 1, 2017, the Issuer repurchased 2,439,356 of the Issuer's common units from Tallgrass Operations, LLC ("Tallgrass Operations"), equaling the number of common units sold by the Issuer under its at-the-market equity program since November 3, 2016. 1,703,094 common units were repurchased pursuant to a call option granted by Tallgrass Operations and, following such repurchase, no additional common units remain subject to the call option. 736,262 common units were repurchased for a negotiated cash payment of approximately $35.3 million, which was approved by the Conflicts Committee of the Board of Directors of the Issuer's general partner.
( 2 )This Form 4 is being filed jointly by Tallgrass Energy Holdings, LLC ("Tallgrass Holdings"), 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.
( 3 )(Continued from footnote 2) 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. As a result of the transactions reported on this Form 4, Tallgrass Operations and Tallgrass Development no longer hold 10% of the outstanding securities of Issuer and, therefore, are no longer subject to Section 16 filings in connection with ownership of the Issuer.
( 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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