Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Kimble Sean T
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2017
3. Issuer Name and Ticker or Trading Symbol
USA Compression Partners, LP [USAC]
(Last)
(First)
(Middle)
C/O USA COMPRESSION PARTNERS, LP, 100 CONGRESS AVENUE, SUITE 450
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SEE REMARKS
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

AUSTIN, TX 78701
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Units 12,613
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Units   (1)   (2) Common Units 2,754 $ (3) D  
Phantom Units   (4)   (2) Common Units 11,748 $ (3) D  
Phantom Units   (5)   (2) Common Units 64,177 $ (3) D  
Phantom Units 02/15/2019(6)   (2) Common Units 16,044 (6) $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kimble Sean T
C/O USA COMPRESSION PARTNERS, LP
100 CONGRESS AVENUE, SUITE 450
AUSTIN, TX 78701
      SEE REMARKS  

Signatures

/s/ Sean T. Kimble 01/09/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The phantom units will vest on 8/15/2017.
(2) In 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.
(3) Each phantom unit is the economic equivalent of one common unit of USA Compression Partners, LP.
(4) The phantom units will vest in two equal annual installments, with the first installment vesting on 02/15/2017.
(5) The phantom units will vest in three equal annual installments, with the first installment vesting on 02/15/2017.
(6) The 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, Human Resources 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. Exhibit List: Exhibit 24 - Power of Attorney.

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