SEC Form 4 · accession 0001104659-16-097452
USA Compression Partners, LP · USAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew C Liuzzi
Officer — See Remarks
Period of report
Feb 11, 2016
Accepted (ET)
Feb 16, 2016 · 5:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001522727
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF1,F2,F3 | — | Feb 11, 2016 | A | 90,871 | A | — | — | Common Units | 90,871 | 90,871 | D |
| Phantom UnitsF4,F1,F3 | — | Feb 11, 2016 | A | 22,718 | A | Feb 15, 2019 | — | Common Units | 22,718 | 22,718 | D |
Explanation of responses
- F1Each phantom unit is the economic equivalent of one common unit of the Issuer.
- F2The phantom units shall vest in three equal annual installments, with the first installment vesting on 02/15/2017.
- F3In the event of cessation of the Reporting Person's services for any reason, all phantom units that have not vested prior to or in connection with such cessation of service shall automatically be forfeited.
- F4The number of phantom units that vest on February 15, 2019 will range between 0% and 200% of the reported number of phantom units generally depending on the Issuer's achievement of certain objective, performance-based criteria during the three years prior to the vesting date. If none or only a portion of phantom units vest as a result of specified performance levels not being met, such number of phantom units that fail to vest will be forfeited. The phantom units shall also vest immediately prior to a change in control regarding the Issuer.
Remarks
The Reporting Person is the Vice President, Chief Financial Officer and Treasurer of USA Compression GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.