Sec Form 4 Filing - Jones Christopher 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 Jones Christopher R. 2. Issuer Name and Ticker or Trading Symbol Tallgrass Energy, LP [ TGE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ 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 ) 343,458 D $ 22.45 ( 1 ) ( 2 ) 360,000 D Class B Shares 04/17/2020 J( 3 )( 4 ) 103,983 D 0 I See footnote ( 6 ) Class A Shares 04/17/2020 J( 3 )( 4 ) 103,983 A 103,983 I See footnote ( 6 ) Class A Shares 04/17/2020 S 103,983 D $ 26.25 ( 5 ) 0 I See footnote ( 6 )

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 in Tallgrass Equity, LLC ( 7 ) 04/17/2020 J( 3 )( 4 ) 103,983 ( 7 ) ( 7 ) Class A Shares 103,983 ( 3 ) ( 4 ) 0 I See footnote ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jones Christopher R. 4200 W. 115TH STREET, SUITE 350 LEAWOOD, KS66211 See Remarks Signatures /s/Christopher R. Jones 04/21/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person 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, (i) each Class A Share held by the Reporting Person immediately prior to the Merger converted into the right to receive $22.45 per Class A Share in cash without any interest thereon and (ii) as further described in the Merger Agreement, each equity participation share in the Issuer (an "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. ( 3 )On April 17, 2020, immediately following the transaction described in Footnotes 1 and 2, the Class B shares of the Issuer ("Class B Shares") and Units representing limited liability company interests ("Units") in Tallgrass Equity, LLC ("Tallgrass Equity") reported herein were exchanged by the Amended and Restated Christopher R. Jones Revocable Trust under Trust Indenture dated March 6, 2019 (the "Jones Revocable Trust"), upon the exercise of its right to exchange (the "Exchange Right") his Class B Shares and an equivalent number of Units for a like number of Class A Shares pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Issuer, dated July 2, 2018 (the "Issuer Limited Partnership Agreement"), and the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, dated May 12, 2015 (the "Tallgrass Equity LLC Agreement"). ( 4 )(Continued from Footnote 3) This exchange was made as part of the transactions contemplated by that certain Purchase Agreement, dated April 17, 2020, by and between the Jones Revocable Trust and Merger Sub (the "Purchase Agreement"). ( 5 )On April 17, 2020, immediately following the transaction described in Footnotes 3 and 4, pursuant to the Purchase Agreement, the Jones Revocable Trust sold to Merger Sub 103,983 Class A Shares at a price per Class A Share of $26.25. ( 6 )Prior to the transactions described in Footnotes 3, 4 and 5, the Reporting Person indirectly owned the Class A Shares, Class B Shares and the Units reported herein through the Jones Revocable Trust. The Reporting Person disclaimed beneficial ownership of the Class A Shares, Class B Shares and Units reported herein except to the extent of his pecuniary interest therein. ( 7 )Prior to the transactions described in Footnotes 3 and 4, pursuant to the Issuer Limited Partnership Agreement and the Tallgrass Equity LLC Agreement, the Jones Revocable Trust had the right, from time to time, at its sole election, to immediately exchange its Class B Shares and an equivalent number of Units for a like number of Class A Shares. As a result, all Class B Shares and Units owned by the Jones Revocable Trust, whether or not exchanged, may have been deemed to constitute Class A Shares beneficially owned by it because the Jones Revocable Trust had the right to acquire Class A Shares in exchange for such Class B Shares and Units within 60 days at its sole election.

Remarks: Executive Vice President, General Counsel and Secretary

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).

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