SEC Form 4 · accession 0001104659-18-024518
USA Compression Partners, LP · USAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric D Long
Officer — See Remarks · Director
Period of report
Apr 13, 2018
Accepted (ET)
Apr 17, 2018 · 4:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001522727
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF1,F2,F3 | Apr 13, 2018 | M | 67,242 | — | A | 311,998 | D | |
| Common UnitsF1,F2,F3 | Apr 13, 2018 | M | 54,398 | — | A | 366,396 | D | |
| Common UnitsF1,F2,F3 | Apr 13, 2018 | M | 86,296 | — | A | 452,692 | D | |
| Common UnitsF1,F2,F3 | Apr 13, 2018 | M | 50,431 | — | A | 503,123 | D | |
| Common UnitsF1,F2,F3 | Apr 13, 2018 | M | 20,400 | — | A | 523,523 | D | |
| Common UnitsF1,F2,F3 | Apr 13, 2018 | M | 21,574 | — | A | 545,097 | D | |
| Common UnitsF3 | Apr 13, 2018 | D | 33,621 | $16.93 | D | 511,476 | D | |
| Common UnitsF3 | Apr 13, 2018 | D | 27,199 | $16.93 | D | 484,277 | D | |
| Common UnitsF3 | Apr 13, 2018 | D | 43,148 | $16.93 | D | 441,129 | D | |
| Common UnitsF3 | Apr 13, 2018 | D | 25,216 | $16.93 | D | 415,913 | D | |
| Common UnitsF3 | Apr 13, 2018 | D | 10,200 | $16.93 | D | 405,713 | D | |
| Common UnitsF3 | Apr 13, 2018 | D | 10,787 | $16.93 | D | 394,926 | D | |
| Common UnitsF3,F4 | holding | — | — | — | 2,174 | I | By Spouse | |
| Common UnitsF3,F5 | holding | — | — | — | 22,624 | I | By Alex B Long Trust | |
| Common UnitsF3,F5 | holding | — | — | — | 22,624 | I | By Adam Ericson Long Trust | |
| Common UnitsF3 | holding | — | — | — | 7,592 | I | By Aladdin Partners, L.P. |
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,F6 | — | Apr 13, 2018 | M | 67,242 | D | — | — | Common Units | 67,242 | 0 | D |
| Phantom UnitsF1,F2,F6 | — | Apr 13, 2018 | M | 54,398 | D | — | — | Common Units | 54,398 | 0 | D |
| Phantom UnitsF1,F2,F6 | — | Apr 13, 2018 | M | 86,296 | D | — | — | Common Units | 86,296 | 0 | D |
| Phantom UnitsF1,F2,F7 | — | Apr 13, 2018 | M | 50,431 | D | — | — | Common Units | 50,431 | 0 | D |
| Phantom UnitsF1,F2,F7 | — | Apr 13, 2018 | M | 20,400 | D | — | — | Common Units | 20,400 | 0 | D |
| Phantom UnitsF1,F2,F7 | — | Apr 13, 2018 | M | 21,574 | D | — | — | Common Units | 21,574 | 0 | D |
Explanation of responses
- F1Each phantom unit is the economic equivalent of one common unit of USA Compression Partners, LP.
- F2The Reporting Person settled approximately 50% of his newly vested phantom units for cash and the rest for common units.
- F3Includes common units acquired under the USA Compression Partners, LP Distribution Reinvestment Plan.
- F4Mr. Long disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
- F5Common units held by each of the Alex B. Long Trust and the Adam Ericson Long Trust, of which Mr. Long is the trustee under agreements dated April 17, 2007.
- F6The phantom units were set to vest in three equal annual installments beginning on the date of grant. In accordance with the terms of the USA Compression Partners, LP 2013 Long-Term Incentive Plan, the vesting of the phantom units was accelerated in connection with the Issuer's change in control transaction and settled on April 13, 2018.
- F7The phantom units were set to vest on the third anniversary of the date of grant, with the number of phantom units that vest on such third anniversary to 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. In accordance with the terms of the USA Compression Partners, LP 2013 Long-Term Incentive Plan, the vesting of the phantom units was accelerated in connection with the Issuer's change in control transaction and vested at 100% of the reported number of phantom units which settled on April 13, 2018.
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 ("USAC Holdings"). The Reporting Person is not deemed to beneficially own, and disclaims beneficial ownership of, any common units of the Issuer held by USAC Holdings, except to the extent of any pecuniary interest he may be deemed to have therein.