Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Tallgrass GP Holdings, LLC
  2. Issuer Name and Ticker or Trading Symbol
Tallgrass Energy Partners, LP [TEP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
4200 W. 115TH STREET, SUITE 350
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2015
(Street)

LEAWOOD, KS 66211
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common units representing limited partner interests 02/17/2015   C   16,200,000 (1) A (1) 26,355,480 I See Footnote (2)

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Subordinated units representing limited partner interests (1) 02/17/2015   C     16,200,000   (1)   (1) Common units representing limited partner interests 16,200,000 (1) 0 I See Footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Tallgrass GP Holdings, LLC
4200 W. 115TH STREET, SUITE 350
LEAWOOD, KS 66211
    X    
Tallgrass Development GP, LLC
4200 W. 115TH STREET, SUITE 350
LEAWOOD, KS 66211
    X    
Tallgrass Development, LP
4200 W. 115TH STREET, SUITE 350
LEAWOOD, KS 66211
    X    
Tallgrass Operations, LLC
4200 W. 115TH STREET, SUITE 350
LEAWOOD, KS 66211
    X    

Signatures

 Tallgrass GP Holdings, LLC, /s/ George E. Rider, Executive Vice President, General Counsel and Secretary   02/19/2015
**Signature of Reporting Person Date

 Tallgrass Development GP, LLC, /s/ George E. Rider, Executive Vice President, General Counsel and Secretary   02/19/2015
**Signature of Reporting Person Date

 Tallgrass Development, LP, by Tallgrass Development GP, LLC, its general partner, /s/ George E. Rider, Executive Vice President, General Counsel and Secretary   02/19/2015
**Signature of Reporting Person Date

 Tallgrass Operations, LLC, /s/ George E. Rider, Executive Vice President, General Counsel and Secretary   02/19/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the conversion of 16,200,000 subordinated units representing limited partner interests (the "Subordinated Units") in Tallgrass Energy Partners, LP (the "Issuer"), which were converted into common units representing limited partner interests on a one-to-one basis upon the termination of the subordination period as set forth in the Amended and Restated Agreement of Limited Partnership of Tallgrass Energy Partners, LP, dated as of May 17, 2013. The Subordinated Units had no expiration date.
(2) This Form 4 is being filed jointly by Tallgrass GP Holdings, LLC ("Tallgrass GP Holdings"), Tallgrass Development GP, LLC ("Tallgrass Development GP"), Tallgrass Development, LP ("Tallgrass Development") and Tallgrass Operations, LLC ("Tallgrass Operations"). The securities of the Issuer are owned directly by Tallgrass Operations. Tallgrass GP Holdings directly owns 100% of the outstanding membership interests of Tallgrass Development GP. Tallgrass Development GP is the general partner of Tallgrass Development. Tallgrass Development directly owns 100% of the outstanding securities of Tallgrass Operations. Tallgrass GP Holdings, Tallgrass Development GP and Tallgrass Development may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Operations.

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