SEC Form 4 · accession 0001140361-15-010709
Archrock Partners, L.P. · APLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David S Miller
Officer — SVP & CFO · Director
Period of report
Mar 4, 2015
Accepted (ET)
Mar 6, 2015 · 3:25 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001367064
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units | Mar 4, 2015 | M | 3,328 | $0.00 | A | 15,149 | D | |
| Common Units | Mar 4, 2015 | F | 912 | $24.87 | D | 14,237 | D | |
| Common UnitsF4 | Mar 5, 2015 | S | 500 | $25.058 | D | 13,737 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Units with tandem DERsF1 | — | Mar 4, 2015 | M | 422 | D | — | — | Common Units | 422 | 0 | D |
| Phantom Units with tandem DERsF1 | — | Mar 4, 2015 | M | 1,403 | D | — | — | Common Units | 1,403 | 1,403 | D |
| Phantom Units with tandem DERsF1 | — | Mar 4, 2015 | M | 1,503 | D | — | — | Common Units | 1,503 | 3,005 | D |
| Phantom Units with tandem DERsF5 | — | Mar 4, 2015 | A | 4,423 | A | — | — | Common Units | 4,423 | 4,423 | D |
Explanation of responses
- F1This transaction represents the vesting of one-third of the phantom units with tandem Distribution Equivalent Rights (DERs) granted to the reporting person under the Exterran Partners, L.P. Long-Term Incentive Plan. Each phantom unit vested in the form of a common unit and the DERs were paid in cash per the terms of the award agreement. Pursuant to applicable SEC reporting requirements, the settlement of the phantom units in exchange for common units of EXLP is reported on this Form 4 as a disposition of the phantom units being settled and a simultaneous acquisition of the underlying common units.
- F2Issuer withheld the maximum allowable units to satisfy the tax withholding obligations associated with the vesting of the phantom units.
- F3These transactions were executed in accordance with a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2014.
- F4The price reported is a weighted average price. The units were sold in multiple transactions at prices ranging from $24.73 to $25.23, inclusive.
- F5This award represents a grant of phantom units with tandem Distribution Equivalent Rights (DERs) under the Exterran Partners, L.P. Long-Term Incentive Plan (EXLP LTIP) which vests over a three-yaar period at the rate of one-third per year. The award is payable in cash or common units at the direcretion of the Company and DERs are payable in cash as they are paid to common unitholders. Each phantom units is the economic equivalent of an EXLP common unit. Vesting is subject to acceleration due to a qualifying change of control and termination without Cause by the Company or for Good Reason by the reporting person. Any unvested portion of this award will be forfeited upon termination of service or employment, unless the termination is due to death or disability.