Sec Form 4 Filing - Jones Christopher R. @ Tallgrass Energy GP, LP - 2018-02-07

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
Jones Christopher R.
2. Issuer Name and Ticker or Trading Symbol
Tallgrass Energy GP, LP [ TEGP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(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)
__ 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
Class A Shares 35,000 ( 1 ) 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
TEGP Tracking Units in Tallgrass KC, LLC ( 2 ) 02/07/2018 J( 2 ) 34,862 ( 2 ) ( 2 ) ( 2 ) Class A Shares 34,862 ( 3 ) ( 2 ) 311,948 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jones Christopher R.
4200 W. 115TH STREET, SUITE 350
LEAWOOD, KS66211
See Remarks
Signatures
/s/ Christopher R. Jones 02/09/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 35,000 unvested Equity Participation Shares ("EPSs") granted to the Reporting Person, which vest on May 12, 2019.
( 2 )In connection with the merger of Tallgrass Development, LP, a private Delaware limited partnership, with and into a wholly-owned subsidiary of Tallgrass Equity, LLC, a private Delaware limited liability company ("Tallgrass Equity") on February 7, 2018, Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), received Class B Shares of Issuer and Units of Tallgrass Equity as consideration in the merger. In accordance with the terms of Tallgrass KC's limited liability company agreement, the Reporting Person's interest in Tallgrass KC was automatically adjusted to reflect the Reporting Person's proportionate interest in the additional Class B Shares and Tallgrass Equity units received by Tallgrass KC, which are reflected as an additional 34,862 TEGP Tracking Units. Pursuant to Tallgrass KC's limited liability company agreement, the Reporting Person may exchange his TEGP Tracking Units in Tallgrass KC for an equivalent number of Class A Shares of the Issuer.
( 3 )The TEGP Tracking Units constitute derivative securities as described herein.

Remarks:
Vice President, General Counsel and Secretary

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