USA Compression Partners, LP — Director's Dealing 2014

May 7, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Lenox Michael D (See Remarks)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Units	$		Common Units (18621)		Direct

Footnotes

F1: The phantom units will vest in three equal annual installments, with the first installment vesting on 05/15/2015.

F2: In the event of cessation of the Reporting Person's services for any reason, all phantom units that have not vested prior to or in connection with such cessation of service shall automatically be forfeited.

F3: Each phantom unit is the economic equivalent of one common unit of USA Compression Partners, LP.