TETRA TECHNOLOGIES INC — Director's Dealing 2014

Aug 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Compressco Partners, L.P. (GSJK)
CIK: 0001449488
Period of Report: 2014-08-18

Reporting Person: TETRA TECHNOLOGIES INC (10% Owner, Director by Deputization (1))
Reporting Person: Compressco Partners GP Inc (10% Owner, Director by Deputization (1))
Reporting Person: Compressco Field Services Inc. (10% Owner, Director by Deputization (1))
Reporting Person: COMPRESSCO INC (10% Owner, Director by Deputization (1))

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-18	Common Units representing limited partner interests	M	6273970	—	Acquired	14092340	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-18	Subordinated Units representing limited partner interests	$0	M	6273970	Disposed		Common Units representing limited partner interests (6273970)	Indirect

Footnotes

F1: Each of the reporting persons may be deemed a "director by deputization" of Compressco Partners, L.P. (the "Issuer") by reason of the fact that all directors of the general partner of the Issuer are designated by TETRA Technologies, Inc.

F2: The Subordinated Units reported were obtained from the Issuer as consideration for assets and liabilities that the reporting persons contributed to the capital of the Issuer in connection with the Issuer's initial public offering of Common Units representing limited partner interests ("Common Units"), which closed on June 20, 2011. Effective August 18, 2014, the Subordinated Units converted to Common Units on a one-for-one basis for no additional consideration.

F3: 1,391,113 of the reported Common Units are owned directly by Compressco Partners Investment, LLC ("CPI"), a direct, wholly owned subsidiary of Compressco Partners GP Inc. ("CPGP"), the general partner of the Issuer, and may be deemed to be beneficially owned by (i) CPGP, a direct, wholly owned subsidiary of Compressco Field Services, L.L.C. ("CFS") (ii) CFS, a direct, wholly owned subsidiary of Compressco, Inc. ("CI"), (iii) CI, a direct, wholly owned subsidiary of TETRA Technologies, Inc. ("TTI"), and (iv) TTI; 11,225,140 of the reported Common Units are owned directly by CPGP and may be deemed to be beneficially owned by (i) CFS, (ii) CI, and (iii) TTI; and, 1,476,087 of the reported Common Units are owned directly by TETRA International Incorporated, a direct, wholly owned subsidiary of TTI, and may be deemed to be beneficially owned by TTI.

F4: All 6,273,970 Subordinated Units were converted into Common Units effective August 18, 2014 for no additional consideration upon the expiration of the subordination period, as defined and set forth in the First Amended and Restated Agreement of Limited Partnership of the Issuer. There was no expiration date associated with the reported Subordinated Units.

F5: 5,521,094 of the reported Subordinated Units were owned directly by CPGP, the general partner of the Issuer and a direct, wholly owned subsidiary of CFS, and may be deemed to have been beneficially owned by (i) CFS, a direct, wholly owned subsidiary of CI, (ii) CI, a direct, wholly owned subsidiary of TTI, and (iii) TTI; and, 752,876 of the reported Subordinated Units were owned directly by TII, a direct, wholly owned subsidiary of TTI, and may be deemed to have been beneficially owned by TTI.