SEC Form 4 · accession 0001104659-18-009781
USA Compression Partners, LP · USAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
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 12, 2018 | A | 86,296 | A | — | — | Common Units | 86,296 | 86,296 | D |
| Phantom UnitsF4,F1,F3 | — | Feb 12, 2018 | A | 21,574 | A | Feb 15, 2021 | — | Common Units | 21,574 | 21,574 | 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 February 15, 2019. The phantom units shall also vest immediately prior to a change in control regarding the Issuer.
- 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, 2021 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 Chief Executive Officer, President and Director 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. The Reporting Person also is a Manager of USA Compression Holdings, LLC, the sole member of the General Partner ("USAC Holdings"). The Reporting Person is not deemed to beneficially own, and disclaims beneficial ownership of, any common units of the Issuer held by the General Partner or USAC Holdings, except to the extent of any pecuniary interest he may be deemed to have therein.