TETRA TECHNOLOGIES INC — Director's Dealing 2017

Jan 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSI Compressco LP (CCLP)
CIK: 0001449488
Period of Report: 2017-01-20

Reporting Person: TETRA TECHNOLOGIES INC (N/A)
Reporting Person: Compressco Field Services, L.L.C. (N/A)
Reporting Person: COMPRESSCO INC (N/A)
Reporting Person: CSI Compressco GP Inc (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-24	Common Units representing limited partner interests	D	159192.00	—	Acquired	14250709.00	Indirect

Footnotes

F1: The common units representing limited partner interests (the "Common Units") reported hereby were issued by CSI Compressco LP (the "Issuer") as consideration for the fourth quarter reimbursement of certain expenses (the "Fourth Quarter Reimbursement") to TETRA Technologies, Inc. ("TTI") pursuant to that certain Omnibus Agreement, dated June 20, 2011, as amended on June 20, 2014, by and among TTI, CSI Compressco GP Inc.(the "General Partner") and the Issuer. The board of directors of the General Partner (the "Board") and a Conflicts Committee established by the Board (the "Conflicts Committee") approved the issuance of the Common Units equal in value to the amount of the Fourth Quarter Reimbursement, instead of making a cash payment for such amount (the "Common Unit Issuance").

F2: (cont.) The Conflicts Committee approved the Common Unit Issuance with such number of Common Units determined by the quotient of the Fourth Quarter Reimbursement amount divided by 98% of the arithmetic average of the volume weighted average trading price of the Common Units on each trading day during the twenty day trading period immediately prior to January 20, 2017.

F3: Each of the reporting persons may be deemed a "director by deputization" of the Issuer by reason of the fact that all directors of the General Partner of the Issuer are designated by TTI.

F4: The Common Units reported hereby in connection with the Common Unit Issuance are owned directly by CSI Compressco Investment, LLC, a direct, wholly owned subsidiary of the General Partner, and may be deemed to be beneficially owned by (i) the General Partner, 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 TTI and (iv) TTI. 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. 11,225,140 of the Common Units are owned directly by the General Partner, and may be deemed beneficially owned by TTI.