SEC Form 4 · accession 0001367064-16-000033
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, 2016
Accepted (ET)
Mar 8, 2016 · 9:10 am 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, 2016 | M | 4,380 | $0.00 | A | 18,764 | D | |
| Common Units | Mar 4, 2016 | F | 1,432 | $7.84 | D | 17,332 | 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 | $0.00 | Mar 4, 2016 | A | 1,403 | A | — | — | Common Units | 1,403 | 0 | D |
| Phantom Units with tandem DERsF1 | $0.00 | Mar 4, 2016 | M | 1,502 | A | — | — | Common Units | 1,502 | 1,503 | D |
| Phantom Units with tandem DERsF1 | $0.00 | Mar 4, 2016 | M | 1,475 | A | — | — | Common Units | 1,475 | 2,948 | D |
| Phantom Units with tandem DERsF3 | $0.00 | Mar 4, 2016 | A | 15,944 | A | — | — | Common Units | 15,944 | 15,944 | D |
Explanation of responses
- F1This transaction represents the vesting of one-third of the phantom units granted to the reporting person under the Archrock Partners, L.P. Long-Term Incentive Plan. Each phantom unit vested in the form of a common unit. Pursuant to applicable SEC reporting requirements, the settlement of the phantom units in exchange for common units 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 phantom units.
- F3This awards represents a grant of phantom units with tandem Distribution Equivalent Rights (DERs) under the Archrock Partners, L.P. Long-Term Incentive Plan, which vests ratably over a three-year period of employment. The award is payable in cash or common units at the discretion of the Company and DERs are payable as and when they are paid to common unit holders. Each phantom unit is the economic equivalent of an APLP 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 otherwise be forfeited upon termination of service or employment, unless the termination is due to death or disability.