Sec Form 4 Filing - RAYMOND JOHN T @ Tallgrass Energy GP, LP - 2018-02-07

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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
RAYMOND JOHN T
2. Issuer Name and Ticker or Trading Symbol
Tallgrass Energy GP, LP [ TEGP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
400 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 B shares 02/07/2018 A 10,497,067 A 46,386,232 I See Footnote ( 3 )
Class A shares 235,000 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
Units of Tallgrass Equity, LLC ( 1 ) ( 2 ) 02/07/2018 J( 1 )( 2 ) 10,497,067 ( 1 )( 2 ) ( 1 )( 2 ) Class A shares 10,497,067 ( 1 ) ( 2 ) 46,386,232 I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RAYMOND JOHN T
400 W. 115TH STREET, SUITE 350
LEAWOOD, KS66211
X X
Signatures
/s/ John T. Raymond 02/09/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 (the "Merger"), Tallgrass Holdings, LLC, a private Delaware limited liability company ("Tallgrass Holdings"), received 10,497,067 Class B shares of the Issuer ("Class B Shares") and 10,497,067 Common Units of Tallgrass Equity ("Units") as consideration in the Merger. Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, LLC ("Tallgrass Equity") dated May 12, 2015, Tallgrass Holdings has the right from time to time, at Tallgrass Holdings' sole election,
( 2 )(Continued from Footnote 1) to immediately exchange its Class B Shares and a corresponding number of Units for a like number of Class A shares of the Issuer ("Class A Shares"), subject to certain thresholds regarding the number of Class B Shares and Units to be exchanged. As a result, all Class B Shares and Units owned by Tallgrass Holdings, whether or not exchanged as of the date hereof, may be deemed to constitute Class A Shares indirectly beneficially owned by the Reporting Person (see footnote (3)) because Tallgrass Holdings may acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at Tallgrass Holdings' sole election.
( 3 )As of the date of this Form 4, the Reporting Person holds an indirect ownership interest in the Issuer through his ownership in Tallgrass Holdings. Further, the Reporting Person is the sole member of the general partner of the manager of Tallgrass Holdings, and therefore, he may be deemed to be the beneficial owner of all of the Class B Shares and Units reported herein. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by the Reporting Person that he is the beneficial owner of any of the Class B Shares and Units reported herein for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed except to the extent of the Reporting Person's pecuniary interest therein.

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