SEC Form 4 · accession 0001367064-15-000014
Archrock Partners, L.P. · APLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel K Schlanger
Officer — Senior Vice President · Director
Period of report
Mar 5, 2014
Accepted (ET)
Nov 5, 2015 · 7:28 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 UnitsF1 | Mar 5, 2014 | S | 2,750 | $30.53 | D | 15,766 | D | |
| Common UnitsF2 | Nov 3, 2015 | M | 2,870 | $0.00 | A | 18,636 | D | |
| Common UnitsF3 | Nov 3, 2015 | F | 1,205 | $20.02 | D | 17,431 | 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 DERsF2 | $0.00 | Nov 3, 2015 | M | 1,122 | A | — | — | Common Units | 1,122 | 0 | D |
| Phantom Units with tandem DERsF2 | $0.00 | Nov 3, 2015 | M | 1,748 | A | — | — | Common Units | 1,748 | 0 | D |
Explanation of responses
- F1Sale of common units was pursuant to a Rule 10b5-1 Plan entered into by the reporting person on 6/13/2013. The sale of shares was to satisfy tax withholding requirements and was not reported timely due to an administrative error.
- F2This transaction represents the accelerated vesting of outstanding phantom units with tandem Distribution Equivalent Rights (DERs) granted to the reporting person under the Issuer's Long Term Incentive Plan. Vesting is in connection with the reporting person's resignation following the spin-off of the Issuer's managing partner's parent company (Exterran Holdings, Inc., renamed Archrock, Inc.). Each phantom unit vested in the form of a common unit. The DERs were paid in cash. Pursuant to the 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 and a simultaneous acquisition of the underlying common units.
- F3Issuer withheld the maximum allowable units to satisfy the tax withholding obligations associated with the vesting of phantom units.