Sec Form 4 Filing - MOLER WILLIAM R. @ Tallgrass Energy, LP - 2020-04-17

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 MOLER WILLIAM R. 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 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) 04/17/2020 (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 04/17/2020 D( 1 )( 2 ) 111,850 D $ 22.45 ( 1 ) ( 2 ) 1,403,766 I See footnote ( 4 ) Class A Shares 04/17/2020 S( 3 ) 1,403,766 D $ 26.25 ( 3 ) 0 I See footnote ( 4 ) Class A Shares 250,000 ( 5 ) 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 MOLER WILLIAM R. 4200 W. 115TH STREET, SUITE 350 LEAWOOD, KS66211 X See Remarks Signatures /s/Christopher R. Jones, Attorney-in-Fact 04/21/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The William R. Moler Revocable Trust U.T.A. dated August 27, 2013 (the "Moler Revocable Trust") ceased to beneficially own the Class A shares representing limited partner interests ("Class A Shares") in the Issuer reported herein at the Effective Time (as defined below) of the merger (the "Merger") of Prairie Private Acquiror LP, a Delaware limited partnership ("Buyer"), with and into the Issuer, with the Issuer surviving the merger and continuing to exist as a Delaware limited partnership. The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of December 16, 2019 (the "Merger Agreement"), by and among the Issuer, Tallgrass Energy GP, LLC, a Delaware limited liability company, Buyer and Prairie Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Buyer ("Merger Sub"). The Merger closed and was effective at 7:02 a.m., Central Time, on April 17, 2020 (the "Effective Time"). ( 2 )(Continued from Footnote 1) At the Effective Time, each Class A Share held by the Moler Revocable Trust immediately prior to the Merger (other than those Class A Shares purchased pursuant to the Purchase Agreement (as defined below)) converted into the right to receive $22.45 per Class A Share in cash without any interest thereon. ( 3 )On April 17, 2020, pursuant to that certain Purchase Agreement, dated April 17, 2020, by and between the Moler Revocable Trust and Merger Sub (the "Purchase Agreement"), the Moler Revocable Trust sold to Merger Sub 1,403,766 Class A Shares at a price per Class A Share of $26.25. ( 4 )Prior to the transactions described in Footnotes 1, 2 and 3, the Reporting Person indirectly owned the Class A Shares reported herein through the Moler Revocable Trust. The Reporting Person disclaimed beneficial ownership of the Class A Shares reported herein except to the extent of his pecuniary interest therein. ( 5 )Consists of (i) 125,000 equity participation shares in the Issuer (each, an "EPS") which will vest on October 31, 2022 and (ii) 125,000 EPSs which will vest on October 22, 2023. As further described in the Merger Agreement, each EPS held by the Reporting Person immediately prior to the Merger continued to remain outstanding, subject to the terms and conditions (including with respect to vesting and forfeiture) applicable to such award immediately prior to the Effective Time, provided that such EPSs will be settled at the time provided in the applicable award agreement in an amount of cash per EPS equal to the "Fair Market Value" (as defined in the Tallgrass MLP GP, LLC Long-Term Incentive Plan) of a Class A Share on the date of settlement.

Remarks: Chief Executive Officer

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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