Edgar Filing: Tallgrass Energy Partners, LP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â Tallgrass GP Holdings, LLC

2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2013

3. Issuer Name and Ticker or Trading Symbol
Tallgrass Energy Partners, LP [TEP]

(Last)

(First)

(Middle)

6640 WEST 143RD STREET, SUITE 200

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

OVERLAND PARK,Â KSÂ 66223

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units representing limited partner interests	0	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	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 GP Holdings, LLC 6640 WEST 143RD STREET, SUITE 200 OVERLAND PARK,Â KSÂ 66223	Â	Â X	Â	Â
Tallgrass Development GP, LLC 6640 WEST 143RD STREET, SUITE 200 OVERLAND PARK,Â KSÂ 66223	Â	Â X	Â	Â
Tallgrass Development, LP 6640 WEST 143RD STREET, SUITE 200 OVERLAND PARK,Â KSÂ 66223	Â	Â X	Â	Â
Tallgrass Operations, LLC 6640 WEST 143RD STREET, SUITE 200 OVERLAND PARK,Â KSÂ 66223	Â	Â X	Â	Â

Signatures

/s/ George E. Rider, Executive Vice President, General Counsel and Secretary		05/13/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	This Form 3 is being filed jointly by Tallgrass GP Holdings, LLC ("GP Holdings"), Tallgrass Development GP, LLC ("Development GP"), Tallgrass Development, LP ("Tallgrass Development") and Tallgrass Operations, LLC ("Tallgrass Operations") in connection with the effectiveness of the Issuer's Registration Statement (the "Registration Statement") on Form S-1 (File No. 333-187595). As described in the Registration Statement, in connection with the closing of the initial public offering of the Issuer, GP Holdings will directly own 100% of the outstanding membership interests of Development GP. Development GP is the general partner of Tallgrass Development. Tallgrass Development directly owns 100% of the outstanding membership interests of Tallgrass Operations. GP Holdings, Development GP and Development may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Operations.
(2)	As described in the Registration Statement, in connection with the closing of the initial public offering of the Issuer, Tallgrass Development will contribute certain assets to the Issuer and in exchange Tallgrass Operations will receive 11,250,000 common units and 16,200,000 subordinated units, collectively representing a 66% limited partnership interest in the Issuer.
(3)	As of May 13, 2013, Tallgrass Operations owns a 98% limited partner interest in the Issuer.
(4)	Each subordinated unit will convert into one common unit at the end of the subordination period described in the Registration Statement.

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