SEC Form 4 · accession 0001104659-18-024523
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
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 | 22,718 | — | A | 110,766 | D | |
| Common UnitsF1,F2,F3 | Apr 13, 2018 | M | 8,168 | — | A | 118,934 | D | |
| Common UnitsF1,F2,F3 | Apr 13, 2018 | M | 8,639 | — | A | 127,573 | D | |
| Common UnitsF3 | Apr 13, 2018 | D | 11,359 | $16.93 | D | 116,214 | D | |
| Common UnitsF3 | Apr 13, 2018 | D | 4,084 | $16.93 | D | 112,130 | D | |
| Common UnitsF3 | Apr 13, 2018 | D | 4,320 | $16.93 | D | 107,810 | D |
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,F4 | — | Apr 13, 2018 | M | 22,718 | D | — | — | Common Units | 22,718 | 0 | D |
| Phantom UnitsF1,F2,F4 | — | Apr 13, 2018 | M | 8,168 | D | — | — | Common Units | 8,168 | 0 | D |
| Phantom UnitsF1,F2,F4 | — | Apr 13, 2018 | M | 8,639 | D | — | — | Common Units | 8,639 | 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.
- F4The 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 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.