Blackstone LP : Statement of Changes in Beneficial Ownership

March 21, 2019 at 07:05 pm EDT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF

SECURITIES

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. Issuer Name and Ticker or Trading Symbol

Blackstone Holdings III L.P.

Tallgrass Energy, LP [ TGE ]

(Street)

4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

NEW YORK, NY 10154

___ 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

2. Trans. Date 2A. Deemed

Class A Shares

3/19/2019

P (1)

644

$24.49

(9)

116379

ISee Footnotes (2) (5) (6)

(7) (8)

Class A Shares

3/19/2019

P (1)

939

$24.49

(9)

167704

See Footnotes (3) (5) (6)

(7) (8)

Class A Shares

21751018

See Footnotes (4) (5) (6)

(7) (8)

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

3A. Deemed 4. Trans. Code 5. Number of

6. Date Exercisable and 7. Title and Amount of Expiration Date

8. Price of 9. Number of Derivative

Explanation of Responses:

(1) The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
(2) These Class A shares representing limited partner interests ("Class A shares") of Tallgrass Energy, LP ("TGE") are owned directly by Prairie Secondary Acquiror LP ("Secondary Acquiror 1").
(3) These Class A shares are owned directly by Prairie Secondary Acquiror E LP ("Secondary Acquiror 2").
(4) These Class A shares are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror").
(5) BIP Holdings Manager L.L.C. is the general partner of each of Secondary Acquiror 1, Secondary Acquiror 2 and Non-ECI Acquiror (the "Acquiror LPs"). Blackstone Infrastructure Associates L.P. is the managing member of BIP Holdings Manager L.L.C. The general partner of Blackstone Infrastructure Associates L.P. is BIA GP L.P. The general partner of BIA GP L.P. 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.
(6) 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.

(7) Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
(8) 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.
(9) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $24.39 to $24.50, inclusive. The Reporting Persons undertake to provide to TGE, any security holder of TGE, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.

Reporting Owners

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

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

3/21/2019