USA Compression Partners, LP — Director's Dealing 2017

May 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA Compression Partners, LP (USAC)
CIK: 0001522727
Period of Report: 2017-05-02

Reporting Person: Owens George Tracy (See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-02	Phantom Units	$	A	4959	Acquired		Common Units (4959)	Direct
2017-05-02	Phantom Units	$	A	1240	Acquired		Common Units (1240)	Direct

Footnotes

F1: Each phantom unit is the economic equivalent of one common unit of the Issuer.

F2: The phantom units shall vest in three equal annual installments, with the first installment vesting on 05/15/2018.

F3: 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.

F4: The number of phantom units that vest on May 15, 2020 will range between 0% and 200% of the reported number of phantom units generally depending on the Issuer's achievement of certain objective, performance-based criteria during the three years prior to the vesting date. If none or only a portion of phantom units vest as a result of specified performance levels not being met, such number of phantom units that fail to vest will be forfeited. The phantom units shall also vest immediately prior to a change in control regarding the Issuer.