SEC Form 4 · accession 0001562180-17-000342
CSI Compressco LP · CCLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
TETRA TECHNOLOGIES INC
10% Owner · Other
COMPRESSCO INC
10% Owner · Other
CSI Compressco GP Inc
10% Owner · Other
Compressco Field Services, L.L.C.
10% Owner · Other
Period of report
Jan 20, 2017
Accepted (ET)
Jan 24, 2017 · 4:51 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001449488
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units representing limited partner interestsF1,F2,F3,F4 | Jan 24, 2017 | D | 159,192 | — | A | 14,250,709 | I | see footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The common units representing limited partner interests (the "Common Units") reported hereby were issued by CSI Compressco LP (the "Issuer") as consideration for the fourth quarter reimbursement of certain expenses (the "Fourth Quarter Reimbursement") to TETRA Technologies, Inc. ("TTI") pursuant to that certain Omnibus Agreement, dated June 20, 2011, as amended on June 20, 2014, by and among TTI, CSI Compressco GP Inc.(the "General Partner") and the Issuer. The board of directors of the General Partner (the "Board") and a Conflicts Committee established by the Board (the "Conflicts Committee") approved the issuance of the Common Units equal in value to the amount of the Fourth Quarter Reimbursement, instead of making a cash payment for such amount (the "Common Unit Issuance").
- F2(cont.) The Conflicts Committee approved the Common Unit Issuance with such number of Common Units determined by the quotient of the Fourth Quarter Reimbursement amount divided by 98% of the arithmetic average of the volume weighted average trading price of the Common Units on each trading day during the twenty day trading period immediately prior to January 20, 2017.
- F3Each of the reporting persons may be deemed a "director by deputization" of the Issuer by reason of the fact that all directors of the General Partner of the Issuer are designated by TTI.
- F4The Common Units reported hereby in connection with the Common Unit Issuance are owned directly by CSI Compressco Investment, LLC, a direct, wholly owned subsidiary of the General Partner, and may be deemed to be beneficially owned by (i) the General Partner, a direct, wholly owned subsidiary of Compressco Field Services, L.L.C. ("CFS") (ii) CFS, a direct, wholly owned subsidiary of Compressco, Inc. ("CI"), (iii) CI, a direct, wholly owned subsidiary of TTI and (iv) TTI. 1,476,087 of the reported Common Units are owned directly by TETRA International Incorporated, a direct, wholly owned subsidiary of TTI, and may be deemed to be beneficially owned by TTI. 11,225,140 of the Common Units are owned directly by the General Partner, and may be deemed beneficially owned by TTI.