Sec Form 4 Filing - Watkins Gary D. @ Tallgrass Energy Partners, LP - 2017-08-02

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
Watkins Gary D.
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP & Chief Accounting Officer
(Last) (First) (Middle)
4200 W. 115TH STREET, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
08/02/2017
(Street)
LEAWOOD, KS66211
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
Common Units representing limited partner interests 08/02/2017 A 35,000 ( 1 ) A $ 0 61,293 ( 2 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Watkins Gary D.
4200 W. 115TH STREET, SUITE 350
LEAWOOD, KS66211
VP & Chief Accounting Officer
Signatures
/s/ Christopher R. Jones, Attorney-in-Fact 08/02/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 35,000 unvested Equity Participation Units ("EPUs") granted to the Reporting Person, which will vest on the earliest date on or after April 1, 2021, on which the average compounded annual distribution growth rate for regular quarterly Issuer distributions, based upon the regular quarterly distribution paid by the Issuer on, or immediately prior to, such date is at least 5% over an annualized distribution rate of $3.34 per common unit, as determined by the board of directors of the general partner of the Issuer (the "Distribution Hurdle Date"). If the Distribution Hurdle Date has not occurred by August 2, 2024, the EPUs will expire and terminate and no vesting will occur.
( 2 )Includes 43,400 unvested EPUs granted to the Reporting Person, of which (i) 3,200 will vest on May 13, 2018, (ii) 3,200 will vest on May 13, 2019, (iii) 2,000 will vest on November 1, 2019, and (iv) 35,000 will vest in accordance with the terms described in footnote 1.

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