Sec Form 4 Filing - Brauchle Gary J @ Tallgrass Energy, LP - 2019-01-31

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
Brauchle Gary J
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)
01/31/2019
(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 01/31/2019 A 23,250 ( 1 ) A $ 0 36,650 ( 2 ) D
Class A Shares 145,176.41 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
TEGP Tracking Units in Tallgrass KC, LLC ( 4 ) ( 4 ) ( 4 ) Class A Shares 2,183,636 ( 4 ) 2,183,636 ( 5 ) I See Footnote. ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brauchle Gary J
4200 W. 115TH STREET, SUITE 350
LEAWOOD, KS66211
See Remarks
Signatures
/s/ Christopher R. Jones, Attorney-in-Fact 02/01/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 23,250 Equity Participation Shares in Issuer ("EPSs") granted to the Reporting Person on January 31, 2019 which vested immediately on the grant date. The Reporting Person will receive the Class A shares as a result of such vesting on January 31, 2020.
( 2 )Includes the 23,250 vested EPSs described in footnote 1 and 13,400 unvested EPSs which will vest on January 1, 2020.
( 3 )The Reporting Person indirectly owns the Class A Shares reported herein under trust agreement dated April 10, 2014, 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.
( 4 )Pursuant to the limited liability company agreement of Tallgrass KC, LLC, a private Delaware limited liability company ("Tallgrass KC"), at any time and from time to time, the Reporting Person may exchange his TEGP Tracking Units in Tallgrass KC ("TEGP Tracking Units") for an equivalent number of Class A Shares of the Issuer. As a result, the Reporting Person may be deemed to beneficially own the Class A Shares receivable upon exercise of such exchange right.
( 5 )The TEGP Tracking Units constitute derivative securities as described herein.
( 6 )The Reporting Person indirectly owns the TEGP Tracking Units reported herein under trust agreement dated April 10, 2014, for which the Reporting Person serves as Trustee. The Reporting Person disclaims beneficial ownership of the TEGP Tracking Units reported herein except to the extent of his pecuniary interest therein.

Remarks:
Executive Vice President and Chief Financial 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).
** 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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