Sec Form 4 Filing - Tallgrass Energy Holdings, LLC @ Tallgrass Energy Partners, LP - 2018-02-07

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) 02/07/2018 (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 02/07/2018 P( 1 ) 5,619,218 A 25,619,218 ( 1 ) I See Footnote ( 1 )

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 Energy GP, LP 4200 W. 115TH STREET, SUITE 350 LEAWOOD, KS66211 X TEGP Management, LLC 4200 W. 115TH STREET, SUITE 350 LEAWOOD, KS66211 X Signatures Tallgrass Energy Holdings, LLC, /s/ Christopher R. Jones, Title: Vice President, General Counsel and Secretary 02/09/2018 Signature of Reporting Person Date Tallgrass Energy GP, LP, By: TEGP Management, LLC, its general partner, /s/ Christopher R. Jones, Title: Vice President, General Counsel and Secretary 02/09/2018 Signature of Reporting Person Date TEGP Management, LLC, /s/ Christopher R. Jones, Title: Vice President, General Counsel and Secretary 02/09/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed jointly by Tallgrass Energy Holdings, LLC ("TEH"), Tallgrass Energy GP, LP ("TEGP") and TEGP Management, LLC ("TEGP GP"). TEH owns a 100% membership interest in TEGP GP, which is the general partner of TEGP. TEGP owns an approximate 31.43% interest in, and is the managing member of, Tallgrass Equity, LLC ("Tallgrass Equity"). TEH, TEGP and TEGP GP may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Equity. In connection with the merger of Tallgrass Development, LP with and into a wholly-owned subsidiary of Tallgrass Equity on February 7, 2018, Tallgrass Equity acquired an additional 5,619,218 common units representing limited partner interests in Issuer. Each of TEH, TEGP and TEGP GP disclaims beneficial ownership of the securities of the Issuer held by Tallgrass Equity except to the extent of its respective pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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