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: LONG ERIC D (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-13	Common Units	M	67242	—	Acquired	311998	Direct
2018-04-13	Common Units	M	54398	—	Acquired	366396	Direct
2018-04-13	Common Units	M	86296	—	Acquired	452692	Direct
2018-04-13	Common Units	M	50431	—	Acquired	503123	Direct
2018-04-13	Common Units	M	20400	—	Acquired	523523	Direct
2018-04-13	Common Units	M	21574	—	Acquired	545097	Direct
2018-04-13	Common Units	D	33621	$16.93	Disposed	511476	Direct
2018-04-13	Common Units	D	27199	$16.93	Disposed	484277	Direct
2018-04-13	Common Units	D	43148	$16.93	Disposed	441129	Direct
2018-04-13	Common Units	D	25216	$16.93	Disposed	415913	Direct
2018-04-13	Common Units	D	10200	$16.93	Disposed	405713	Direct
2018-04-13	Common Units	D	10787	$16.93	Disposed	394926	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-13	Phantom Units	$	M	67242	Disposed		Common Units (67242)	Direct
2018-04-13	Phantom Units	$	M	54398	Disposed		Common Units (54398)	Direct
2018-04-13	Phantom Units	$	M	86296	Disposed		Common Units (86296)	Direct
2018-04-13	Phantom Units	$	M	50431	Disposed		Common Units (50431)	Direct
2018-04-13	Phantom Units	$	M	20400	Disposed		Common Units (20400)	Direct
2018-04-13	Phantom Units	$	M	21574	Disposed		Common Units (21574)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	2174	Indirect
Common Units	22624	Indirect
Common Units	22624	Indirect
Common Units	7592	Indirect

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: Mr. Long disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

F5: Common units held by each of the Alex B. Long Trust and the Adam Ericson Long Trust, of which Mr. Long is the trustee under agreements dated April 17, 2007.

F6: The phantom units were set to vest in three equal annual installments beginning on the date of grant. 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 settled on April 13, 2018.

F7: 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.