Edgar Filing: LONG ERIC D

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

LONG ERIC D

2. Issuer Name and Ticker or Trading Symbol
USA Compression Partners, LP [USAC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
See Remarks

(Last)

(First)

(Middle)

C/O USA COMPRESSION PARTNERS, LP, 100 CONGRESS AVENUE, SUITE 450

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2018

(Street)

AUSTIN, TX 78701

4. If Amendment, Date Original Filed(Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	04/13/2018		M		67,242	A	⁽¹⁾ ⁽²⁾	311,998 ⁽³⁾	D
Common Units	04/13/2018		M		54,398	A	⁽¹⁾ ⁽²⁾	366,396 ⁽³⁾	D
Common Units	04/13/2018		M		86,296	A	⁽¹⁾ ⁽²⁾	452,692 ⁽³⁾	D
Common Units	04/13/2018		M		50,431	A	⁽¹⁾ ⁽²⁾	503,123 ⁽³⁾	D
Common Units	04/13/2018		M		20,400	A	⁽¹⁾ ⁽²⁾	523,523 ⁽³⁾	D
Common Units	04/13/2018		M		21,574	A	⁽¹⁾ ⁽²⁾	545,097 ⁽³⁾	D
Common Units	04/13/2018		D		33,621	D	$ 16.93	511,476 ⁽³⁾	D
Common Units	04/13/2018		D		27,199	D	$ 16.93	484,277 ⁽³⁾	D
Common Units	04/13/2018		D		43,148	D	$ 16.93	441,129 ⁽³⁾	D
Common Units	04/13/2018		D		25,216	D	$ 16.93	415,913 ⁽³⁾	D
Common Units	04/13/2018		D		10,200	D	$ 16.93	405,713 ⁽³⁾	D
Common Units	04/13/2018		D		10,787	D	$ 16.93	394,926 ⁽³⁾	D
Common Units								2,174 ⁽³⁾	I	By Spouse ⁽⁴⁾
Common Units								22,624 ⁽³⁾	I	By Alex B Long Trust ⁽⁵⁾
Common Units								22,624 ⁽³⁾	I	By Adam Ericson Long Trust ⁽⁵⁾
Common Units								7,592 ⁽³⁾	I	By Aladdin Partners, L.P.

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Units

⁽¹⁾ ⁽²⁾

04/13/2018

67,242

⁽⁶⁾

Common Units

67,242

⁽¹⁾ ⁽²⁾

Phantom Units

⁽¹⁾ ⁽²⁾

04/13/2018

54,398

⁽⁶⁾

Common Units

54,398

⁽¹⁾ ⁽²⁾

Phantom Units

⁽¹⁾ ⁽²⁾

04/13/2018

86,296

⁽⁶⁾

Common Units

86,296

⁽¹⁾ ⁽²⁾

Phantom Units

⁽¹⁾ ⁽²⁾

04/13/2018

50,431

⁽⁷⁾

Common Units

50,431

⁽¹⁾ ⁽²⁾

Phantom Units

⁽¹⁾ ⁽²⁾

04/13/2018

20,400

⁽⁷⁾

Common Units

20,400

⁽¹⁾ ⁽²⁾

Phantom Units

⁽¹⁾ ⁽²⁾

04/13/2018

21,574

⁽⁷⁾

Common Units

21,574

⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LONG ERIC D C/O USA COMPRESSION PARTNERS, LP 100 CONGRESS AVENUE, SUITE 450 AUSTIN, TX 78701	X		See Remarks

Signatures

/s/ Eric D. Long		04/17/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Each phantom unit is the economic equivalent of one common unit of USA Compression Partners, LP.
(2)	The Reporting Person settled approximately 50% of his newly vested phantom units for cash and the rest for common units.
(3)	Includes common units acquired under the USA Compression Partners, LP Distribution Reinvestment Plan.
(4)	Mr. Long disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(5)	Common 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.
(6)	The 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.
(7)	The 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.

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