USA Compression Partners, LP — Director's Dealing 2013

Jan 15, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: USA Compression Partners, LP (USAC)
CIK: 0001522727
Period of Report: 2013-01-14

Reporting Person: USA Compression Holdings, LLC (10% Owner)
Reporting Person: USA Compression GP, LLC (10% Owner)
Reporting Person: R/C IV USACP Holdings, L.P. (10% Owner)
Reporting Person: Riverstone/Carlyle Energy Partners IV, L.P. (10% Owner)
Reporting Person: R/C Energy GP IV, LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common units representing limited partner interests	4048588	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Subordinated units representing limited partner interests	$0		Common Units (14048588)		Direct

Footnotes

F1: This Form 3 is filed jointly by USA Compression Holdings, LLC ("USAC Holdings"), USA Compression GP, LLC (the "General Partner"), R/C IV USACP Holdings, L.P. ("R/C IV"), Riverstone/Carlyle Energy Partners IV, L.P., the general partner of R/C IV ("R/C EP IV"), and R/C Energy GP IV, LLC, the general partner of R/C EP IV.

F2: As of January 14, 2013, USAC Holdings owns all of the limited partner interests of USA Compression Partners, LP (the "Issuer"). The General Partner owns all of the general partner interests of the Issuer and USAC Holdings owns all of the membership interests in the General Partner. Accordingly, USAC Holdings may be deemed to indirectly beneficially own the securities of the Issuer held by the General Partner, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.

F3: As of January 14, 2013, R/C IV owns 97.6% of the limited liability company interests of USAC Holdings and is entitled to elect a majority of the members of the board of managers of USAC Holdings. Accordingly, R/C IV may be deemed to indirectly beneficially own the common units and subordinated units owned by USAC Holdings, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.

F4: As described in the Issuer's Registration Statement on Form S-1 (No. 333-174803) (as amended, the "Registration Statement"), immediately prior to and contingent upon the closing of the initial public offering of the Issuer (the "Offering"), USAC Holdings' limited partner interest will automatically convert into 4,642,408 common units and 14,048,588 subordinated units and the General Partner's general partner interest will automatically convert into a general partner interest equal to a 0% percentage interest in the Issuer. In addition, USAC Holdings will contribute 593,820 common units to the General Partner, which will contribute such units to the Issuer in exchange for a general partner interest equal to a 2% percentage interest in the Issuer and the incentive distribution rights of the Issuer.

F5: In connection with the closing of the initial public offering of the Issuer, the General Partner will own approximately 593,820 general partner units, representing a 2.0% general partner interest in the Issuer.

F6: Each subordinated unit will convert into one common unit at the end of the subordination period as described in the Registration Statement.