Blackstone Inc. — Director's Dealing 2019

Oct 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tallgrass Energy, LP (TGE)
CIK: 0001633651
Period of Report: 2019-10-01

Reporting Person: Blackstone Holdings III L.P. (10% Owner)
Reporting Person: Blackstone Holdings III GP Management L.L.C. (10% Owner)
Reporting Person: Blackstone Holdings III GP L.P. (10% Owner)
Reporting Person: Blackstone Group Inc (10% Owner)
Reporting Person: Blackstone Group Management L.L.C. (10% Owner)
Reporting Person: SCHWARZMAN STEPHEN A (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-01	Class A shares	J	399	—	Disposed	773510	Indirect
2019-10-01	Class A shares	J	537	—	Disposed	1127935	Indirect
2019-10-01	Class B shares	J	5575045	—	Disposed	92778793	Indirect
2019-10-01	Class B shares	J	5575045	—	Acquired	7876328	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-10-01	TE units	$	J	5575045	Disposed		Class A shares (5575045)	Indirect
2019-10-01	TE units	$	J	5575045	Acquired		Class A shares (5575045)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A shares	21751018	Indirect

Footnotes

F1: On October 1, 2019, an affiliate of Blackstone Infrastructure Associates L.P. ("BIA") transferred ownership interests in Prairie Secondary Acquiror LP ("Secondary Acquiror") and Prairie Secondary Acquiror E LP ("Secondary Acquiror 2") to another affiliate of BIA at a transfer price based on $24.13 per Class A share ("Class A shares") representing limited partner interests in Tallgrass Energy, LP ("TGE"). There was no change in the aggregate number of Class A shares owned by Secondary Acquiror or Secondary Acquiror 2 as a result of these transfers, but BIA and certain other affiliated Reporting Persons may be deemed to have disposed of a portion of their pecuniary interest in TGE's Class A shares held by Secondary Acquiror and Secondary Acquiror E as a result of such transfers.

F2: On October 1, 2019, Prairie ECI Acquiror LP ("ECI Acquiror") distributed to an affiliate of BIA beneficial ownership of 5,575,045 Class B shares ("Class B shares") representing limited partner interests in TGE and 5,575,045 units ("TE units") representing membership interests in Tallgrass Equity, LLC, and portion of its member interest in the entity which owns the Issuer's general partner, and such affiliate transferred such Class B shares, TE units and member interest to Prairie VCOC Acquiror LP ("VCOC Acquiror") in exchange for approximately $98.8 million and the assumption of approximately $50.3 million of debt.

F3: These Class A shares are owned directly by Secondary Acquiror.

F4: These Class A shares are owned directly by Secondary Acquiror 2.

F5: These Class B shares and TE units are owned directly by ECI Acquiror.

F6: These Class B shares and TE units are owned directly by VCOC Acquiror.

F7: These Class A shares are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror" together with Secondary Acquiror, Secondary Acquiror 2, ECI Acquiror, Non-ECI Acquiror and VCOC Acquiror, the "Acquiror LPs").

F8: The general partner of BIA 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 Inc. The sole holder of the Class C common stock of The Blackstone Group Inc. 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.

F9: 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.

F10: Each of the Reporting Persons 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 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 or that any of the transactions reported herein are subject to Section 16.

F11: 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.

F12: Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.