USA Compression Partners, LP — Director's Dealing 2018

Apr 17, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA Compression Partners, LP (USAC)
CIK: 0001522727
Period of Report: 2018-04-13

Reporting Person: Liuzzi Matthew C (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-13	Common Units	M	22718	—	Acquired	110766	Direct
2018-04-13	Common Units	M	8168	—	Acquired	118934	Direct
2018-04-13	Common Units	M	8639	—	Acquired	127573	Direct
2018-04-13	Common Units	D	11359	$16.93	Disposed	116214	Direct
2018-04-13	Common Units	D	4084	$16.93	Disposed	112130	Direct
2018-04-13	Common Units	D	4320	$16.93	Disposed	107810	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-13	Phantom Units	$	M	22718	Disposed		Common Units (22718)	Direct
2018-04-13	Phantom Units	$	M	8168	Disposed		Common Units (8168)	Direct
2018-04-13	Phantom Units	$	M	8639	Disposed		Common Units (8639)	Direct

Footnotes

F1: Each phantom unit is the economic equivalent of one common unit of USA Compression Partners, LP.

F2: The Reporting Person settled approximately 50% of his newly vested phantom units for cash and the rest for common units.

F3: Includes common units acquired under the USA Compression Partners, LP Distribution Reinvestment Plan.

F4: The phantom units were set to vest on the third anniversary of the date of grant, with the number of phantom units that vest on such third anniversary to 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. In accordance with the terms of the USA Compression Partners, LP 2013 Long-Term Incentive Plan, the vesting of the phantom units was accelerated in connection with the Issuer's change in control transaction and vested at 100% of the reported number of phantom units which settled on April 13, 2018.