Sec Form 4 Filing - Watkins Gary D. @ Tallgrass Energy, LP - 2018-10-19

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
Watkins Gary D.
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)
10/19/2018
(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 10/19/2018 A 70,000 ( 1 ) A $ 0 232,230 ( 2 ) ( 3 ) 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
Watkins Gary D.
4200 W. 115TH STREET, SUITE 350
LEAWOOD, KS66211
See Remarks
Signatures
/s/ Christopher R. Jones, Attorney-in-Fact 10/19/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 70,000 unvested Equity Participation Shares ("EPSs") granted to the Reporting Person, which will vest on the earliest date on or after November 1, 2022, on which the average compounded annual distribution growth rate for regular quarterly Issuer distributions, based upon the regular quarterly distribution paid by the Issuer on or immediately prior to, such date is at least 5% over an annualized distribution rate of $1.99 per Class A Share, as determined by the board of directors of the general partner of the Issuer (the "Board") or such committee thereof appointed by the Board to administer the EPSs (the "$1.99 Distribution Hurdle Date"). If the $1.99 Distribution Hurdle Date has not occurred by October 19, 2025, the 70,000 EPSs described in this footnote 1 will expire and terminate and no vesting will occur.
( 2 )Includes 185,400 unvested EPSs granted to the Reporting Person, of which (i) 35,000 will vest on May 12, 2019, (ii) 6,400 will vest on May 13, 2019, (iii) 4,000 will vest on November 1, 2019, (iv) 70,000 will vest in accordance with the terms described in footnote 3, and (v) 70,000 will vest in accordance with the terms described in footnote 1.
( 3 )70,000 unvested EPSs granted to the Reporting Person will vest on the earliest date on or after April 1, 2021 on which the average compounded annual distribution growth rate for regular quarterly Issuer distributions, based upon the regular quarterly distribution paid by the Issuer on, or immediately prior to, such date is at least 5% over an annualized distribution rate of $1.67 per Class A Share, as determined by the Board or such committee thereof appointed by the Board to administer the EPSs (the "$1.67 Distribution Hurdle Date"). If the $1.67 Distribution Hurdle Date has not occurred by August 2, 2024, the 70,000 EPSs described in this footnote 3 will expire and terminate and no vesting will occur.

Remarks:
Vice President and Chief Accounting Officer

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