USA Compression Partners, LP — Director's Dealing 2014

May 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA Compression Partners, LP (USAC)
CIK: 0001522727
Period of Report: 2014-05-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-27	Common Units	S	729630	$25.59	Disposed	4228495	Direct

Footnotes

F1: This Form 4 is filed jointly by USA Compression Holdings, LLC ("USAC Holdings"), USA Compression GP, LLC, 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: 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 owned by USAC Holdings, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.