Blackstone LP : Amended Statement of Beneficial Ownership

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF

SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the

Investment Company Act of 1940

1. Name and Address of Reporting Person *

2. Date of Event Requiring

3. Issuer Name and Ticker or Trading Symbol

Statement (MM/DD/YYYY)

Blackstone Holdings III L.P.

3/11/2019

Tallgrass Energy, LP [TGE]

(Last)

(First)

(Middle)

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

C/O THE BLACKSTONE GROUP

_____ Director

___ X ___ 10% Owner

L.P., 345 PARK AVENUE

_____ Officer (give title below)

_____ Other (specify below)

(Street)

5. If Amendment, Date

6. Individual or Joint/Group Filing (Check Applicable Line)

NEW YORK, NY 10154

Original Filed (MM/DD/YYYY)

___ Form filed by One Reporting Person

3/18/2019

_ X _ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security

2. Amount of Securities

3. Ownership

4. Nature of Indirect Beneficial Ownership

(Instr. 4)

Beneficially Owned

Form: Direct

(Instr. 5)

(Instr. 4)

(D) or Indirect

(I)

(Instr. 5)

Class A shares

21751018

I

See Footnotes

(2) (5) (8) (9) (10)

Class B shares

98203399

(1) (7)

I

See Footnotes

(3) (5) (6) (8) (9) (10)

Class B shares

2451722

(1) (7)

I

See Footnotes

(4) (5) (6) (8) (9) (10)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security

2. Date Exercisable

3. Title and Amount of

4. Conversion

5. Ownership

6. Nature of Indirect

(Instr. 4)

and Expiration Date

Securities Underlying

or Exercise

Form of

Beneficial Ownership

(MM/DD/YYYY)

Derivative Security

Price of

Derivative

(Instr. 5)

(Instr. 4)

Derivative

Security:

Security

Direct (D) or

Date

Expiration

Title

Amount or

Indirect (I)

Exercisable

Date

Number of

(Instr. 5)

Shares

TE units

(6)

(6)

Class A

98203399

(6)

I

See Footnotes

(3) (5)

Shares

(1) (7)

(8) (9) (10)

TE units

(6)

(6)

Class A

2451722

(6)

I

See Footnotes

(4) (5)

Shares

(1) (7)

(8) (9) (10)

Class A

(5) (7)

Obligation to Transfer

(7)

(7)

shares/Class

(7)

(7)

I

See Footnotes

B shares/TE

(8) (9) (10)

units

Explanation of Responses:

1. This Form 3/A amends and restates the Initial Statement of Beneficial Ownership of Securities on Form 3 filed by the Reporting Persons with the Securities and Exchange Commission on March 18, 2019 (the "Original Form 3"). Although the aggregate number of Class B shares and TE units (each as defined below) reported on the Original Form 3 was correct, this Form 3/A is being filed to correct the Original Form 3 by correcting the number of Class B shares and TE units held by ECI Acquiror and VCOC Acquiror (each as defined below).
2. These Class A shares representing limited partner interests ("Class A shares") of Tallgrass Energy, LP ("TGE") are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror").
3. These Class B shares representing non-economic limited partner interests ("Class B shares") of TGE and TE units representing membership interests ("TE

units") of Tallgrass Equity, LLC ("TE") are owned directly by Prairie ECI Acquiror LP ("ECI Acquiror").

1. These Class B shares and TE units are owned directly by Prairie VCOC Acquiror LP ("VCOC Acquiror").
2. BIP Holdings Manager L.L.C. is the general partner of each of Non-ECI Acquiror, ECI Acquiror and VCOC Acquiror (the "Acquiror LPs"). Blackstone Infrastructure Associates L.P. ("BIA") is the sole member of BIP Holdings Manager L.L.C. The general partner of BIA is BIA GP L.P. ("BIA GP"). The general partner of BIA GP is BIA GP L.L.C. The sole member of BIA GP L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
3. TE units may be exchanged by the holders thereof for an equivalent number of Class A shares and upon such exchange, an equivalent number of Class B shares held by such holder will be cancelled.
4. Pursuant to an Equityholders' Agreement dated as of March 11, 2019, affiliates of BIA GP are required to transfer to affiliates of Enagas, S.A. ("Enagas"), promptly after the Committee on Foreign Investments in the United States approves their making further investments in TGE's securities, BIA GP's indirect interest in (i) 4,308,696 Class B shares and 4,308,696 TE units in exchange for $77.1 million plus the assumption by an affiliate of Enagas of $38.9 million of debt and (ii) approximately 5.60% of the Class A shares owned by Prairie Secondary Acquiror E LP on the date of settlement in exchange for $14.1 million.
5. Each of the Reporting Persons (other than each of the Acquiror LPs to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by the Acquiror LPs, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a- 1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the Acquiror LPs to the extent they directly hold securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
6. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3/A.
7. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

Reporting Owners

Reporting Owner Name / Address		Relationships
Director	10% OwnerOfficerOther
Blackstone Holdings III L.P.
C/O THE BLACKSTONE GROUP L.P.		X
345 PARK AVENUE
NEW YORK, NY 10154
Blackstone Holdings III GP L.P.
C/O THE BLACKSTONE GROUP L.P.		X
345 PARK AVENUE
NEW YORK, NY 10154
Blackstone Holdings III GP Management L.L.C.
C/O THE BLACKSTONE GROUP L.P.		X
345 PARK AVENUE
NEW YORK, NY 10154
Blackstone Group L.P.
345 PARK AVENUE, 28TH FLOOR		X
NEW YORK, NY 10154
Blackstone Group Management L.L.C.
C/O THE BLACKSTONE GROUP L.P		X
345 PARK AVENUE, 28TH FLOOR
NEW YORK, NY 10154
SCHWARZMAN STEPHEN A
C/O THE BLACKSTONE GROUP L.P.		X
345 PARK AVENUE, 28TH FLOOR
NEW YORK, NY 10154

Signatures

BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP

Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer

• Signature of Reporting Person

BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: Blackstone

Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer

• Signature of Reporting Person

BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer

6/10/2019

Date

6/10/2019

Date

6/10/2019

**Signature of Reporting Person

Date

THE BLACKSTONE GROUP L.P., By: Blackstone Group Management L.L.C., its general partner, By: /s/ John G. Finley, Name:	6/10/2019
John G. Finley, Title: Chief Legal Officer
**Signature of Reporting Person		Date
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	6/10/2019
**Signature of Reporting Person		Date
/s/ Steven A. Schwarzman	6/10/2019
**Signature of Reporting Person		Date

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 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).
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