Sec Form 4 Filing - MOLER WILLIAM R. @ Tallgrass Energy, LP - 2019-03-27

Insider filing report for Changes in Beneficial Ownership
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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)
03/27/2019
(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 03/27/2019 S( 1 ) 16,138 D $ 23.76 286,112 D
Class A Shares 03/27/2019 F( 2 ) 12,862 D $ 23.76 273,250 D
Class A Shares 1,499,288 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
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 03/29/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )29,000 Equity Participation Shares (the "EPSs") held by the Reporting Person vested on March 11, 2019. On March 27, 2019, the Reporting Person entered into a purchase agreement with acquisition vehicles controlled by affiliates of Blackstone Infrastructure Partners (such acquisition vehicles, collectively, the "Sponsor Entities"). Pursuant to the purchase agreement, the Reporting Person agreed to sell to the Sponsor Entities 16,138 Class A Shares of Issuer ("Class A Shares") in a private transaction, which number represents the number of Class A Shares the Reporting Person is entitled to receive as a result of the vesting of EPSs less all Class A Shares withheld to fulfill the Reporting Person's applicable tax withholding obligations.
( 2 )In connection with the vesting and agreement to sell described in footnote 1, the Reporting Person has made an election to withhold 12,862 EPSs to satisfy his tax withholding obligations related to the vesting of the EPSs. This is not an open market sale of securities.
( 3 )The Reporting Person owns the Class A Shares reported herein through the William R. Moler Revocable Trust U.T.A. dated August 27, 2013 (the "Moler Revocable Trust"), for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of the Class A Shares reported herein except to the extent of his pecuniary interest therein.

Remarks:
President and Chief Operating Officer

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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