Sec Form 4 Filing - Ball Jeffrey A @ Tallgrass Energy, LP - 2019-03-11

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 Ball Jeffrey A 2. Issuer Name and Ticker or Trading Symbol Tallgrass Energy, LP [ TGE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 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) 03/11/2019 (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 03/11/2019 J( 1 )( 2 ) 25,000 A 25,000 I See footnote ( 4 ) Class A Shares 03/11/2019 J( 1 )( 2 ) 25,000 ( 3 ) D 0 I See footnote ( 4 ) Class A Shares 100,000 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ball Jeffrey A 4200 W. 115TH STREET, SUITE 350 LEAWOOD, KS66211 X Signatures /s/ Christopher R. Jones, Attorney-in-Fact 03/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 11, 2019, certain Class B shares of the Issuer ("Class B Shares") and Units representing limited liability company interests ("Units") in Tallgrass Equity, LLC ("Tallgrass Equity") were exchanged by Tallgrass Holdings, LLC, a Delaware limited liability company ("Tallgrass Holdings"), upon the exercise of its right to exchange (the "Exchange Right") its Class B Shares and an equivalent number of Units for a like number of Class A shares of the Issuer ("Class A Shares") pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Issuer, dated July 2, 2018, and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, dated May 12, 2015. ( 2 )(Continued from Footnote 1) This exchange was made as part of the transactions contemplated by that certain Purchase Agreement (as amended, the "Purchase Agreement"), dated January 30, 2019, by and among Tallgrass Energy Holdings, LLC, a Delaware limited liability company, Tallgrass Holdings and the other Sellers named therein, Prairie Non-ECI Acquiror LP, a Delaware limited partnership ("Class A Acquiror"), and the other Purchasers named therein, and the Seller Representatives named therein, as amended. Immediately following the exchange described above, pursuant to the Purchase Agreement and among the other transactions consummated pursuant thereto, Tallgrass Holdings sold to Class A Acquiror all of the Class A Shares then owned by Tallgrass Holdings, including the Class A Shares referred to herein, at a price per Class A Share of $22.43. ( 3 )The sale by Tallgrass Holdings of Class A Shares described in footnotes 1 and 2 may be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of 25,000 Class A Shares, with the Reporting Person's purchases on November 1, 2018 of 25,000 Class A Shares in multiple transactions at prices ranging from $21.32 to $21.46, at a weighted average price of $21.41. The Reporting Person has agreed to pay to the Issuer $23,497.10, representing the full amount of the theoretical profit realized in connection with the short-swing transaction, less transaction costs. ( 4 )Prior to the transactions described in footnotes 1 and 2, the Reporting Person held an indirect pecuniary interest in the Class A Shares reported herein through his indirect pecuniary interest in Tallgrass Holdings. During such time, the Reporting Person did not hold sufficient voting and/or investment power to constitute a beneficial owner of the equity interests in the Issuer held by Tallgrass Holdings under Section 13(d) of the Securities and Exchange Act of 1934.

Remarks: The Reporting Person resigned from his position as a director of the general partner of the Issuer on March 11, 2019 in connection with the consummation of the transactions contemplated by the Purchase Agreement.

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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