SEC Form 3 · accession 0001209191-18-024665
USA Compression Partners, LP · USAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 2, 2018
Accepted (ET)
Apr 11, 2018 · 5:43 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 Units (Limited Partner Interests)F1,F2 | holding | — | — | — | 19,191,351 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Units (Limited Partner Interests)F2,F3,F1 | — | holding | — | — | — | Apr 2, 2019 | — | Common Units | 6,397,965 | — | D |
Explanation of responses
- F1On April 2, 2018 (the "Closing Date"), pursuant to the Contribution Agreement, dated as of January 15, 2018, by and among Energy Transfer Partners, L.P. ("ETP"), Energy Transfer Partners GP, L.P. ("ETP GP"), ETC Compression, LLC, USA Compression Partners, LP ("USAC") and, solely for certain purposes therein, Energy Transfer Equity, L.P. ("ETE"), ETP contributed to USAC all of the outstanding membership interests in CDM Resources Management LLC and CDM Environmental & Technical Services LLC in exchange for (i) 19,191,351 common units representing limited partner interests in USAC (the "USAC Common Units"), (ii) 6,397,965 Class B Units (as defined in footnote 3) and (iii) an amount in cash equal to $1.232 billion.
- F2The securities are held of record by ETP. ETP GP is the general partner of ETP, and Energy Transfer Partners, L.L.C. ("ETP LLC") is the general partner of ETP GP. ETP GP and ETP LLC are each wholly owned subsidiaries of ETE. Kelcy L. Warren ("Mr. Warren") is Chairman of the Board of LE GP, LLC, the general partner of ETE ("LE GP"), and Mr. Warren holds an 81.2% interest in LE GP. Each of ETP GP, ETP LLC, ETE, LE GP and Mr. Warren may be deemed to share beneficial ownership of the securities held of record by ETP. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- F3The Class B units representing limited partner interests in USAC (the "Class B Units") are a new class of partnership interests of USAC with substantially all of the rights and obligations of a USAC Common Unit, except the Class B Units will not participate in distributions made prior to the one year anniversary of the Closing Date. The Class B Units will automatically convert into USAC Common Units on the first business day following the record date attributable to the quarter ending June 30, 2019.