SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LONG ERIC D

(Last) (First) (Middle)
C/O USA COMPRESSION PARTNERS, LP
100 CONGRESS AVENUE, SUITE 450

(Street)
AUSTIN TX 78701

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
USA Compression Partners, LP [ USAC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
03/10/2017
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Units 03/10/2017 M 67,242 A (1)(2) 199,665(3) D
Common Units 03/10/2017 M 25,176 A (1)(2) 224,841(3) D
Common Units 03/10/2017 M 12,631 A (1)(2) 237,472(3) D
Common Units 03/10/2017 D 33,621 D $18.13 203,851(3) D
Common Units 03/10/2017 D 12,588 D $18.13 191,263(3) D
Common Units 03/10/2017 D 6,316 D $18.13 184,947(3) D
Common Units 2,174(3) I By Spouse(4)
Common Units 22,624(3) I By Alex B Long Trust(5)
Common Units 22,624(3) I By Adam Ericson Long Trust(5)
Common Units 7,592(3) I By Aladdin Partners, L.P.
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 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: 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
Phantom Units (1)(2) 03/10/2017 M 67,242 03/10/2017 03/10/2017 Common Units 67,242 (1)(2) 0 D
Phantom Units (1)(2) 03/10/2017 M 25,176 03/10/2017 03/10/2017 Common Units 25,176 (1)(2) 0 D
Phantom Units (1)(2) 03/10/2017 M 12,631 03/10/2017 03/10/2017 Common Units 12,631 (1)(2) 0 D
Explanation of Responses:
1. Each phantom unit was the economic equivalent of one common unit of USA Compression Partners, LP.
2. The Reporting Person settled approximately 50% of his newly vested phantom units for cash and the rest for common units.
3. Includes common units acquired under the USA Compression Partners, LP Distribution Reinvestment Plan.
4. Mr. Long disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
5. Common units held by each of the Alex B. Long Trust and the Adam Ericson Long Trust, of which Mr. Long is the trustee under agreements dated April 17, 2007.
Remarks:
The Reporting Person is the Chief Executive Officer, President and Director of USA Compression GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner. The Reporting Person also is a Manager of USA Compression Holdings, LLC, the sole member of the General Partner ("USAC Holdings"). The Reporting Person is not deemed to beneficially own, and disclaims beneficial ownership of, any common units of the Issuer held by the General Partner or USAC Holdings, except to the extent of any pecuniary interest he may be deemed to have therein.
/s/ Eric D. Long 03/14/2017
** 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 Number.