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
                                                                                  
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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 *

Watkins Gary D.
2. Issuer Name and Ticker or Trading Symbol

Tallgrass Energy, LP [ TGE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

4200 W. 115TH STREET, SUITE 350
3. Date of Earliest Transaction (MM/DD/YYYY)

10/19/2018
(Street)

LEAWOOD, KS 66211
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Class A Shares   10/19/2018     A    70000   (1) A $0   232230   (2) (3) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Represents 70,000 unvested Equity Participation Shares ("EPSs") granted to the Reporting Person, which will vest on the earliest date on or after November 1, 2022, on which the average compounded annual distribution growth rate for regular quarterly Issuer distributions, based upon the regular quarterly distribution paid by the Issuer on or immediately prior to, such date is at least 5% over an annualized distribution rate of $1.99 per Class A Share, as determined by the board of directors of the general partner of the Issuer (the "Board") or such committee thereof appointed by the Board to administer the EPSs (the "$1.99 Distribution Hurdle Date"). If the $1.99 Distribution Hurdle Date has not occurred by October 19, 2025, the 70,000 EPSs described in this footnote 1 will expire and terminate and no vesting will occur.
(2)  Includes 185,400 unvested EPSs granted to the Reporting Person, of which (i) 35,000 will vest on May 12, 2019, (ii) 6,400 will vest on May 13, 2019, (iii) 4,000 will vest on November 1, 2019, (iv) 70,000 will vest in accordance with the terms described in footnote 3, and (v) 70,000 will vest in accordance with the terms described in footnote 1.
(3)  70,000 unvested EPSs granted to the Reporting Person will vest on the earliest date on or after April 1, 2021 on which the average compounded annual distribution growth rate for regular quarterly Issuer distributions, based upon the regular quarterly distribution paid by the Issuer on, or immediately prior to, such date is at least 5% over an annualized distribution rate of $1.67 per Class A Share, as determined by the Board or such committee thereof appointed by the Board to administer the EPSs (the "$1.67 Distribution Hurdle Date"). If the $1.67 Distribution Hurdle Date has not occurred by August 2, 2024, the 70,000 EPSs described in this footnote 3 will expire and terminate and no vesting will occur.

Remarks:
Vice President and Chief Accounting Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Watkins Gary D.
4200 W. 115TH STREET, SUITE 350
LEAWOOD, KS 66211


See Remarks

Signatures
/s/ Christopher R. Jones, Attorney-in-Fact 10/19/2018
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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