EX-4.1


 Exhibit 4.1 

Certificate Evidencing Class A Shares 

Representing Limited Partner Interests in 

Tallgrass Energy GP, LP 
  

			
	No.            		Class A Shares

 In accordance with Section 4.1 of the First Amended and Restated Agreement of Limited Partnership of
Tallgrass Energy GP, LP, as amended, supplemented or restated from time to time (the “Partnership Agreement”), Tallgrass Energy GP, LP, a Delaware limited partnership (the “Partnership”), hereby
certifies that                      (the “Holder”) is the registered owner of
                     Class A shares representing limited partner interests in the Partnership (the “Class A
Shares”) transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Class A Shares are set forth in,
and this Certificate and the Class A Shares represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished
without charge on delivery of written request to the Partnership at, the principal office of the Partnership located at 4200 W. 115th Street, Suite 350, Leawood, Kansas 66211. Capitalized terms used herein but not defined shall have the meanings
given them in the Partnership Agreement. 
 THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF TALLGRASS ENERGY GP, LP THAT THIS
SECURITY MAY NOT BE TRANSFERRED IF SUCH TRANSFER (AS DEFINED IN THE PARTNERSHIP AGREEMENT) WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE
SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, OR (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF TALLGRASS ENERGY GP, LP UNDER THE LAWS OF THE STATE OF DELAWARE. THIS SECURITY MAY BE SUBJECT TO
ADDITIONAL RESTRICTIONS ON ITS TRANSFER PROVIDED IN THE PARTNERSHIP AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE RECORD HOLDER OF THIS SECURITY TO THE SECRETARY OF THE GENERAL PARTNER AT THE PRINCIPAL
OFFICE OF THE PARTNERSHIP. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR
ADMITTED TO TRADING. 
 The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become,
a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary
to enter into the Partnership Agreement and (iii) made the waivers and given the consents and approvals contained in the Partnership Agreement. 

This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. This
Certificate shall be governed by and construed in accordance with the laws of the State of Delaware. 
  

									
	Dated:		  
				Tallgrass Energy GP, LP
				
	Counter signed and Registered by:				By:		TEGP Management, LLC, its general partner
				
	American Stock Transfer & Trust Company, LLC,				By:		  

	as Transfer Agent and Registrar				Name:		  

							By:		  

									Secretary







 [Reverse of Certificate] 

ABBREVIATIONS 
 The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations: 
  

					
	TEN COM – as tenants in common				UNIF GIFT/TRANSFERS MIN ACT
	TEN ENT – as tenants by the entireties				            Custodian
					(Cust)                     Minor
	JT TEN – as joint tenants with right of survivorship and not as tenants in common				Under Uniform Gifts/Transfers to CD Minors Act (State)

 Additional abbreviations, though not in the above list, may also be used. 






 ASSIGNMENT OF CLASS A SHARES OF 

TALLGRASS ENERGY GP, LP 

FOR VALUE RECEIVED,              hereby assigns, conveys, sells and transfers unto

  

									
	  
				  

	(Please print or typewrite name and address of assignee)				(Please insert Social Security or other identifying number of assignee)
	  
 Class A Shares representing
limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint
                     as its attorney-in-fact with full power of substitution to transfer the same on the books of Tallgrass Energy GP, LP.

 

	Date:		  
				NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular. without alteration, enlargement or change.
	  
 THE SIGNATURE(S) MUST BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15
				
				    
				  

(Signature)

				    
				
				  

(Signature)

				
				

 No transfer of the Class A Shares evidenced hereby will be registered on the books of the Partnership, unless the
Certificate evidencing the Class A Shares to be transferred is surrendered for registration or transfer.