USA Compression Partners, LP — Director's Dealing 2022

Dec 7, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA Compression Partners, LP (USAC)
CIK: 0001522727
Period of Report: 2022-12-02

Reporting Person: LONG ERIC D (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-02	Common Units	S	3117	$18.82	Disposed	532316	Direct
2022-12-05	Common Units	S	17291	$18.38	Disposed	515025	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-05	Phantom Units	$	A	193611	Acquired		Common Units (193611.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	23182	Indirect
Common Units	33182	Indirect
Common Units	17592	Indirect

Footnotes

F1: Represents the weighted average unit price of an aggregate total of 3,117 common units sold in the price range of $18.75 to $18.94 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of common units sold at each separate price.

F2: The common units were sold by the Reporting Person for tax planning purposes.

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

F4: Represents the weighted average unit price of an aggregate total of 17,291 common units sold in the price range of $18.25 to $18.59 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of common units sold at each separate price.

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

F6: Each phantom unit is the economic equivalent of one common unit of the Issuer.

F7: The phantom units vest incrementally, with 60% of the phantom units vesting on December 5, 2025 and 40% of the phantom units vesting on December 5, 2027.

F8: In the event of the cessation of the Reporting Person's service for any reason, all phantom units that have not vested prior to or in connection with such cessation of service shall automatically be forfeited. Notwithstanding the foregoing, if the Reporting Person retires after attaining the age of 65-68, 60% of his then-unvested phantom units will be forfeited at the time of retirement. If the Reporting Person retires and is over age 68, 50% of his then-unvested phantom units will be forfeited at the time of retirement.