Edgar Filing: Targa Resources Corp.

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KAGAN PETER

2. Issuer Name and Ticker or Trading Symbol
Targa Resources Corp. [TRGP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O WARBURG PINCUS, LLC, 450 LEXINGTON AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2014

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/09/2013		G	V	23,400 ⁽¹⁾	D	$ 0	22,579	D
Common Stock	12/30/2013		G	V	9,882 ⁽²⁾	D	$ 0	12,697	D
Common Stock	01/14/2014		A		1,033	A	$ 0	13,730	D
Common Stock								13,176	I	See Footnote ⁽³⁾
Common Stock								9,882	I	See Footnote ⁽⁴⁾
Common Stock								9,882	I	See Footnote ⁽⁵⁾
Common Stock								342	I	By spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KAGAN PETER C/O WARBURG PINCUS, LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017	X

Signatures

/s/ Peter R. Kagan		01/16/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Mr. Kagan gifted these shares of common stock to his spouse, Susannah Smetana. On December 30, 2013, Ms. Smetana gifted 9,882 of these shares to the Gerald M. Kagan 2013 Trust, of which Mr. Kagan serves as trustee. On December 31, 2013, Ms. Smetana gifted 13,176 of these shares to the Sharon Lynn Kagan 2013 Trust, of which Mr. Kagan serves as trustee.
(2)	Mr. Kagan gifted these shares of common stock to the Gerard & E. Beth Smetana 2013 Trust, of which Mr. Kagan's spouse serves as trustee.
(3)	These shares are held by the Sharon Lynn Kagan 2013 Trust, of which Mr. Kagan serves as trustee.
(4)	These shares are held by the Gerard & E. Beth Smetana 2013 trust, of which Mr. Kagan's spouse serves as trustee.
(5)	These shares are held by the Gerald M. Kagan 2013 Trust, of which Mr. Kagan serves as trustee.

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