Sec Form 3/A Filing - Enagas U.S.A. LLC @ Tallgrass Energy, LP - 2019-03-11

FORM 3/A 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 Enagas U.S.A. LLC 2. Issuer Name and Ticker or Trading Symbol Tallgrass Energy, LP [ TGE] 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) 850 NEW BURTON ROAD, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2019 (Street) DOVER, DE19904 4. If Amendment, Date Original Filed (MM/DD/YY) 03/18/2019 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 A Shares 21,751,018 I See Footnotes ( 2 ) ( 4 ) ( 7 ) ( 8 ) Class B Shares 100,655,121 ( 1 ) ( 6 ) I See Footnotes ( 3 ) ( 4 ) ( 5 ) ( 7 ) ( 8 )

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 TE Units ( 5 ) ( 5 ) ( 5 ) Class B Shares 100,655,121 ( 1 ) ( 6 ) I See Footnotes ( 3 ) ( 4 ) ( 7 ) ( 8 ) Obligation to Acquire ( 6 ) ( 6 ) ( 6 ) Class A Shares/Class B Shares/TE Units ( 6 ) I See Footnotes ( 4 ) ( 6 ) ( 7 ) ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Enagas U.S.A. LLC 850 NEW BURTON ROAD, SUITE 201 DOVER, DE19904 X Enagas, S.A. PASEO DE LOS OLMOS, 19 MADRID, U328005 X Enagas Internacional, S.L.U. PASEO DE LOS OLMOS, 19 MADRID, U328005 X Enagas Holding USA, S.L.U. PASEO DE LOS OLMOS, 19 MADRID, U328005 X Signatures Enagas, S.A., By: /s/ Luis Ros Arnal, Name: Luis Ros Arnal, Title: Authorized Representative 06/13/2019 Signature of Reporting Person Date Enagas International, S.L.U., By: /s/ Luis Ros Arnal, Name: Luis Ros Arnal, Title: Authorized Representative 06/13/2019 Signature of Reporting Person Date Enagas Holding USA, S.L.U., By: /s/ Luis Ros Arnal, Name: Luis Ros Arnal, Title: Authorized Representative 06/13/2019 Signature of Reporting Person Date Enagas U.S.A. LLC, By: /s/ Luis Ros Arnal, Name: Luis Ros Arnal, Title: Authorized Representative 06/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3/A amends and restates the Initial Statement of Beneficial Ownership of Securities on Form 3 filed by the Reporting Persons with the Securities and Exchange Commission on March 18, 2019 (the "Original Form 3"). Although the aggregate number of Class B shares and TE units (each as defined below) reported on the Original Form 3 was correct, this Form 3/A is being filed to correct the Original Form 3 by correcting the number of Class B shares and TE units held by ECI Acquiror and VCOC Acquiror (each as defined below). ( 2 )These Class A Shares representing limited partner interests ("Class A Shares") of Tallgrass Energy, LP ("TGE") are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror"). ( 3 )Includes 98,203,399 Class B Shares representing non-economic limited partner interests ("Class B Shares") of TGE and an equal number TE Units representing membership interests ("TE units") of Tallgrass Equity, LLC ("TE") owned directly by Prairie ECI Acquiror LP ("ECI Acquiror"); and 2,451,722 Class B Shares and an equal number of TE units owned directly by Prairie VCOC Acquiror LP ("VCOC Acquiror"). ( 4 )BIP Holdings Manager L.L.C. ("Holdings Manager") is the general partner of each of Non-ECI Acquiror, ECI Acquiror and VCOC Acquiror (the "Acquiror LPs"). Pursuant to the Equityholders Agreement dated as of March 11, 2019 (the "Equityholders Agreement"), the consent of Enagas Holding USA, S.L.U. ("Enagas Holding") and Enagas U.S.A. LLC ("Enagas USA") are required in certain circumstances for Holdings Manager to direct the voting and disposition of the securities held by the Acquiror LPs. Enagas, S.A. ("Enagas") is the sole shareholder of Enagas Internacional, S.L.U., which is the sole shareholder of Enagas Holding, which is the sole member of Enagas USA. As a result, each of the Reporting Persons may be deemed to beneficially own the Class A Shares, Class B Shares and TE Units held by the Acquirors. Enagas is a publicly traded corporation with shares listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges (Spain). ( 5 )TE Units may be exchanged by the holders thereof for an equivalent number of Class A Shares and upon such exchange, an equivalent number of Class B Shares held by such holder will be cancelled. ( 6 )Pursuant to the Equityholders Agreement, affiliates of Enagas are required to acquire, promptly after the Committee on Foreign Investments in the United States approves Enagas making further investments in TGE's securities, BIA GP L.P.'s ("BIA GP") (i) 4,308,696 Class B shares and 4,308,696 TE units in exchange for $77.1 million plus the assumption of $38.9 million of debt and (ii) approximately 5.60% of the Class A shares owned by Prairie Secondary Acquiror E LP on the date of settlement in exchange for $14.1 million. ( 7 )Each of the Reporting Persons disclaims beneficial ownership of the securities held by the Acquiror LPs, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. ( 8 )Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

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.