Energy Transfer LP — Director's Dealing 2019

Jul 31, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA Compression Partners, LP (USAC)
CIK: 0001522727
Period of Report: 2019-07-30

Reporting Person: Energy Transfer LP (10% Owner)
Reporting Person: Energy Transfer Operating, L.P. (10% Owner)
Reporting Person: Energy Transfer Partners GP, L.P. (10% Owner)
Reporting Person: LE GP LLC (10% Owner)
Reporting Person: WARREN KELCY L (10% Owner)
Reporting Person: Energy Transfer Partners, L.L.C. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-30	Common Units (Limited Partner Interests)	C	6397965	—	Acquired	38056228	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-07-30	Class B Units (Limited Partner Interests)	$	C	6397965	Disposed	2019-07-30	COMMON UNITS (6397965)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units (Limited Partner Interests)	8000000	Indirect

Footnotes

F1: The Class B units representing limited partner interests in USA Compression Partners, LP ("USAC" and such interests, the "Class B Units") are a class of partnership interests of USAC with substantially all of the rights and obligations of common units representing limited partner interests in USAC ("USAC Common Units"), except the Class B Units did not participate in distributions made prior to April 2, 2019. Pursuant to the terms of the Class B Units, the Class B Units converted into USAC Common Units on a one-for-one basis (the "Class B Conversion") for no additional consideration on July 30, 2019, the first business day following the record date for dividends attributable to the quarter ended June 30, 2019.

F2: These securities are held of record by Energy Transfer Operating, L.P. ("ETO"). Energy Transfer Partners GP, L.P. ("ETP GP") is the general partner of ETO, and Energy Transfer Partners, L.L.C. ("ETP LLC") is the general partner of ETP GP. ETP GP and ETP LLC are each wholly owned subsidiaries of Energy Transfer LP ("ET"). Kelcy L. Warren ("Mr. Warren") is Chairman of the Board and Chief Executive Officer of LE GP, LLC, the general partner of ET ("LE GP"), and Mr. Warren holds an 81.2% interest in LE GP. Each of ETP GP, ETP LLC, ET, LE GP and Mr. Warren may be deemed to share beneficial ownership of the securities held of record by ETO. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F3: On October 19, 2018, ET and ETO completed the merger of ETO with a wholly-owned subsidiary of ET in a unit-for-unit exchange (the "Energy Transfer Merger"). Immediately prior to the closing of the Energy Transfer Merger, ETP LLC contributed 12,466,912 USAC Common Units and 100% of the limited liability company interests in USA Compression GP, LLC ("USAC GP") to ETO in exchange for common units representing limited partner interests in ETO. As a result, ETO became the record holder of the USAC Common Units previously held of record by ETP LLC and may be deemed to share beneficial ownership of the Common Units held of record by USAC GP.

F4: These securities are held of record by USAC GP.