Sec Form 4 Filing - Tallgrass Energy Holdings, LLC @ Tallgrass Energy Partners, LP - 2018-06-28

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) 06/28/2018 (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 06/28/2018 P( 1 )( 2 ) 25,645 A $ 44.5314 25,644,863 I See Footnote ( 3 )

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, LP 4200 W. 115TH STREET, SUITE 350 LEAWOOD, KS66211 X TEGP Management, LLC 4200 W. 115TH STREET, SUITE 350 LEAWOOD, KS66211 X Tallgrass Equity, LLC 4200 W. 115TH STREET, SUITE 350 LEAWOOD, KS66211 X Signatures Tallgrass Energy Holdings, LLC, /s/ Christopher R. Jones, Executive Vice President, General Counsel and Secretary 07/02/2018 Signature of Reporting Person Date Tallgrass Energy, LP, By: Tallgrass Energy GP, LLC, its general partner, /s/ Christopher R. Jones, Executive Vice President, General Counsel and Secretary 07/02/2018 Signature of Reporting Person Date Tallgrass Energy GP, LLC, /s/ Christopher R. Jones, Executive Vice President, General Counsel and Secretary 07/02/2018 Signature of Reporting Person Date Tallgrass Equity, LLC, /s/ Christopher R. Jones, Executive Vice President, General Counsel and Secretary 07/02/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Tallgrass Equity Investments, LLC, a Delaware limited liability company ("Tallgrass Equity Investments"), acquired the common units representing limited partner interests ("Common Units") in the Issuer reported herein pursuant to the Purchase and Sale Agreement, dated as of June 28, 2018, by and among the Issuer and Tallgrass Equity Investments, and the Agreement and Plan of Merger, dated as of March 26, 2018 (the "Merger Agreement"), by and among the Issuer, Tallgrass Equity, LLC, a Delaware limited liability company ("Tallgrass Equity"), Tallgrass Energy, LP, a Delaware limited partnership formerly known as Tallgrass Energy GP, LP ("TGE"), Razor Merger Sub, LLC, a Delaware limited liability company ("Merger Sub"), and Tallgrass MLP GP, LLC, a Delaware limited liability company, ( 2 )(Continued from Footnote 1) in connection with the merger of Merger Sub with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Tallgrass Equity and Tallgrass Equity Investments, pursuant to the Merger Agreement. ( 3 )This Form 4 is being filed jointly by Tallgrass Energy Holdings, LLC, a Delaware limited liability company ("TEH"), TGE, Tallgrass Energy GP, LLC, a Delaware limited liability company formerly known as TEGP Management, LLC ("TGE GP"), and Tallgrass Equity. TEH owns a 100% membership interest in TGE GP, which is the general partner of TGE. TGE is the managing member of Tallgrass Equity. Tallgrass Equity owns a 100% membership interest in Tallgrass Equity Investments. TEH, TGE, TGE GP and Tallgrass Equity may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Equity Investments. Each of TEH, TGE, TGE GP and Tallgrass Equity disclaims beneficial ownership of the securities of the Issuer held by Tallgrass Equity Investments 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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