Edgar Filing: Tallgrass Energy Partners, LP

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 Energy 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)
02/01/2017

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common units representing limited partner interests	02/01/2017		J⁽¹⁾		1,703,094	D	$ 42.5	6,355,480	I	By Tallgrass Operations, LLC ⁽²⁾ ⁽³⁾
Common units representing limited partner interests	02/01/2017		J⁽¹⁾		736,262	D	$ 47.99	5,619,218	I	By Tallgrass Operations, LLC ⁽²⁾ ⁽³⁾
Common units representing limited partner interests								20,000,000	I	By Tallgrass Equity, LLC ⁽⁴⁾

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

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

Signatures

Tallgrass Energy Holdings, LLC, /s/ Christopher R. Jones, Name: Christopher R. Jones, Title: Vice President, Secretary and General Counsel		02/03/2017
^**Signature of Reporting Person		Date
Tallgrass Operations, LLC, /s/ Christopher R. Jones, Name: Christopher R. Jones, Title: Vice President, Secretary and General Counsel		02/03/2017
^**Signature of Reporting Person		Date
Tallgrass Development, LP, By: Tallgrass Energy Holdings, LLC, its general partner, /s/ Christopher R. Jones, Name: Christopher R. Jones, Title: Vice President, Secretary and General Counsel		02/03/2017
^**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)	On February 1, 2017, the Issuer repurchased 2,439,356 of the Issuer's common units from Tallgrass Operations, LLC ("Tallgrass Operations"), equaling the number of common units sold by the Issuer under its at-the-market equity program since November 3, 2016. 1,703,094 common units were repurchased pursuant to a call option granted by Tallgrass Operations and, following such repurchase, no additional common units remain subject to the call option. 736,262 common units were repurchased for a negotiated cash payment of approximately $35.3 million, which was approved by the Conflicts Committee of the Board of Directors of the Issuer's general partner.
(2)	This Form 4 is being filed jointly by Tallgrass Energy Holdings, LLC ("Tallgrass Holdings"), Tallgrass Operations and Tallgrass Development, LP ("Tallgrass Development"). The securities of the Issuer are owned directly by Tallgrass Operations. Tallgrass Development directly owns 100% of the outstanding securities of Tallgrass Operations and Tallgrass Holdings is the general partner of Tallgrass Development. Tallgrass Holdings and Tallgrass Development may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Operations.
(3)	(Continued from footnote 2) Tallgrass Holdings and Tallgrass Development each disclaims beneficial ownership of the common units representing limited partner interests held by Tallgrass Operations except to the extent of its respective pecuniary interest therein. As a result of the transactions reported on this Form 4, Tallgrass Operations and Tallgrass Development no longer hold 10% of the outstanding securities of Issuer and, therefore, are no longer subject to Section 16 filings in connection with ownership of the Issuer.
(4)	Tallgrass Holdings also directly owns 100% of the outstanding securities of TEGP Management LLC, the general partner of Tallgrass Energy GP, LP, and Tallgrass Energy GP, LP is the managing member of Tallgrass Equity, LLC. Tallgrass Equity, LLC directly owns 20,000,000 common units representing limited partner interests of the Issuer. Tallgrass Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Equity, LLC. Tallgrass Holdings disclaims beneficial ownership of the common units representing limited partner interests held by Tallgrass Equity, LLC except to the extent of its pecuniary interest therein.

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