Sec Form 4 Filing - EMG Fund II Management, LLC @ Tallgrass Energy GP, 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person EMG Fund II Management, LLC 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2000 MCKINNEY AVENUE, SUITE 1250 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2018 (Street) DALLAS, TX75201 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 Class B shares 02/07/2018 A 10,497,067 A 46,386,232 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 Units of Tallgrass Equity, LLC ( 1 ) 02/07/2018 J( 1 )( 2 ) 10,497,067 ( 1 )( 2 ) ( 1 )( 2 ) Cl ass 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 EMG Fund II Management, LLC 2000 MCKINNEY AVENUE, SUITE 1250 DALLAS, TX75201 X EMG Fund II Management, LP 2000 MCKINNEY AVENUE, SUITE 1250 DALLAS, TX75201 X Signatures EMG Fund II Management, LLC, /s/ John T. Raymond, By: John T. Raymond, Chief Executive Officer 02/09/2018 Signature of Reporting Person Date EMG Fund II Management, LP, By: EMG Fund II Management, LLC, its general partner, /s/ John T. Raymond, By: John T. Raymond, Chief Executive Officer 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, ( 2 )(Continued from Footnote 1) Tallgrass Holdings has the right from time to time, at Tallgrass Holdings' sole election, 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 beneficially owned by the Reporting Persons (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 )EMG Fund II Management, LP, a private Delaware limited partnership ("EMG LP"), is the manager of Tallgrass Holdings and therefore may be deemed to be the beneficial owner of all of the Class B Shares and Units reported herein. EMG Fund II Management, LLC, a private Delaware limited liability company, is the general partner of EMG LP, which is the manager of Tallgrass Holdings, and therefore 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 either Reporting Person that it 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 each Reporting Person's 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.