UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 2, 2017

Tallgrass Energy GP, LP

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (913) 928-6060

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Grant of Awards to Executive Officers Under the Tallgrass MLP GP, LLC Long-Term Incentive Plan

On August 2, 2017, the board of directors of Tallgrass MLP GP, LLC (the “Company”), the general partner of Tallgrass Energy Partners, LP (“TEP”), and the board of directors of TEGP Management, LLC, the general partner of Tallgrass Energy GP, LP (“TEGP”), approved the grants of equity participation units (“Equity Participation Units”) to executive officers of the Company as described below.

TEGP is the managing member of and therefore controls Tallgrass Equity, LLC (“Tallgrass Equity”). Tallgrass Equity, in turn, controls TEP through the direct ownership of 100% of the Company, TEP’s general partner. As a result, under generally accepted accounting principles, TEGP consolidates Tallgrass Equity, the Company, TEP, and TEP’s subsidiaries. TEGP has no operations outside of its indirect ownership interests in TEP.

Grants of Awards to Executive Officers

The Equity Participation Units were granted according to the terms of the Tallgrass MLP GP, LLC Long-Term Incentive Plan and are subject to an Equity Participation Unit Agreement (the “Equity Participation Unit Agreement”).

The Equity Participation Unit Agreement contemplates that all of the Equity Participation Units subject to each individual grant will vest on the earliest date on or after April 1, 2021, on which the average compounded annual distribution growth rate for regular quarterly TEP distributions, based upon the regular quarterly distribution paid by the TEP on, or immediately prior to, such date is at least 5% over the annualized distribution rate of $3.34 per common unit, as determined by the board of directors of the Company (the “Distribution Hurdle Date”). In order to vest, each recipient of the individual grant must remain continuously employed with the Company or its affiliates through the Distribution Hurdle Date. If the Distribution Hurdle Date has not occurred by the seventh anniversary of the grant date, each individual grant will expire and terminate and no vesting of Equity Participation Units will occur thereafter. In certain circumstances, all unvested Equity Participation Units will be accelerated as specified in more detail in the Equity Participation Unit Agreement.

The Equity Participation Unit Agreement contains non-competition and non-solicitation restrictions, pursuant to which the individual will not be permitted to compete with the Company in certain circumstances for a period beginning on the grant and ending 18 months following termination of employment (if vesting occurs). The Equity Participation Unit Agreement also contains a non-disparagement covenant with respect to the Company and its affiliates.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Equity Participation Unit Agreement, which will be filed as an exhibit to TEGP’s Form 10-Q for the quarter ended September 30, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.