Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class B shares^{F4,F5,F6,F7,F8}	Nov 22, 2016	X	5,058,497	$0.00	D	35,081,202	I	By partnership
Class A shares^{F3,F5,F6,F7,F8}	Nov 22, 2016	X	5,058,497	—	A	5,058,497	I	By partnership
Class A shares^F9	Nov 22, 2016	S	5,058,497	$21.846	D	0	I	By partnership

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Units in Tallgrass Equity, LLC^{F10,F9,F5,F6,F7,F8,F11,F1,F3}	—	Nov 22, 2016	X	5,058,497	D	—	—	Class A shares	5,058,497	35,081,202	I

Explanation of responses

F1Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Partnership Agreement"), KIA VIII (Rubicon), L.P. ("KIA VIII") and KEP VI AIV (Rubicon), LLC ("KEP VI AIV") each have the right, at any time following the expiration of a lock-up period and from time to time, to immediately exchange (the "Exchange Right") Class B shares of the Issuer (the "Class B shares") and a corresponding number of Units of limited liability company interest in Tallgrass Equity, LLC ("Tallgrass Equity", and such Units, the "Units", and each Class B share and Unit so exchanged, together, an "Exchange Unit") for a like number of Class A shares of the Issuer (the "Class A shares"), not to exceed, in the aggregate, the total number of Exchange Units held by KIA VIII or KEP VI AIV, as applicable. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right.
F10The Units, collectively with the Class B shares, constitute the derivative securities described herein.
F11Consists of 29,878,778 Units owned of record by KIA VIII and 5,202,424 Units owned of record by KEP VI AIV following the transactions reported in this line of this Form 4.
F2Pursuant to an underwriting agreement entered into on November 17, 2016 by the underwriter and the selling shareholders (including KIA VIII and KEP VI AIV), in connection with the secondary offering of the Issuer, the underwriter has the option (the "Option") to purchase 1,350,000 additional Class A shares from the selling shareholders in the secondary offering of the Issuer.
F3On November 22, 2016, in connection with and immediately prior to the closing of the secondary offering of the Issuer on November 22, 2016, and the underwriter and the selling shareholders closing on the Option, KIA VIII and KEP VI AIV exercised their Exchange Right with respect to some of their Exchange Units, including KIA VIII and KEP VI AIV's respective pro rata shares of the Option based on KIA VIII and KEP VI AIV's respective ownership percentages of the outstanding Exchange Units, whereby the Issuer exchanged 4,308,339 Exchange Units held by KIA VIII and 750,158 Exchange Units held by KEP VI AIV on a one-for-one basis for a total of 5,058,497 Class A shares.
F4Consists of 29,878,778 Class B shares owned of record by KIA VIII and 5,202,424 Class B shares owned of record by KEP VI AIV following the transactions reported in this line of this Form 4.
F5Kelso GP VIII, LLC ("GP VIII, LLC") is the general partner of KIA VIII (Rubicon) GP, L.P. ("GP VIII, L.P." and, together with GP VIII, LLC, the "Kelso GPs"). GP VIII, L.P. is the general partner of KIA VIII. GP VIII, LLC and GP VIII, L.P. could be deemed to share beneficial ownership of securities owned of record or deemed to be beneficially owned by KIA VIII. GP VIII, LLC and GP VIII, L.P. each disclaim beneficial ownership of all of the securities reported herein except to the extent of its respective pecuniary interest, if any, therein, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
F6KIA VIII and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the other's securities. KIA VIII and KEP VI AIV each disclaim beneficial ownership of all of the securities deemed to be beneficially owned by the other and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
F7The Kelso GPs and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the other's securities. The Kelso GPs and KEP VI AIV each disclaim beneficial ownership of all of the securities owned of record or deemed to be beneficially owned by the other or owned of record by KIA VIII and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
F8Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim, Henry Mannix, III, Mathew S. Edgerton, and Stephen C. Dutton (the "Kelso Individuals") could be deemed to share beneficial ownership of securities owned of record by KIA VIII and KEP VI AIV or deemed to be beneficially owned by GP VIII, LLC or GP VIII, L.P., by virtue of their status as managing members of KEP VI AIV and of GP VIII, LLC. The Kelso Individuals each disclaim beneficial ownership of such securities, and this report shall not be deemed to be an admission that any of the Kelso Individuals is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
F9Represents the gross proceeds per Class A share sold in the secondary offering of the Issuer less the underwriting discount.

Remarks

Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of three filed today reporting on the same securities by the following joint filers: Kelso GP VIII, LLC; KIA VIII (Rubicon) GP, L.P.; KIA VIII (Rubicon), L.P.; KEP VI AIV (Rubicon), LLC; Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim, Henry Mannix, III, Matthew S. Edgerton and Stephen C. Dutton.