Statement of Changes in Beneficial Ownership (4)
21 Dezember 2021 - 10:59PM
Edgar (US Regulatory)
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
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Liuzzi Matthew C |
2. Issuer Name and Ticker or Trading Symbol
USA Compression Partners, LP
[
USAC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
C/O USA COMPRESSION PARTNERS, LP, 111 CONGRESS AVENUE, SUITE 2400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/17/2021 |
(Street)
AUSTIN, TX 78701
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Units | 12/17/2021 | | M | | 21000 | A | (1)(2) | 277077 (3) | D | |
Common Units | 12/17/2021 | | D | | 10500 | D | $14.96 | 266577 (3) | D | |
Common Units | 12/17/2021 | | M | | 41153 | A | (1)(2) | 307730 (3) | D | |
Common Units | 12/17/2021 | | D | | 20577 | D | $14.96 | 287153 (3) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Phantom Units (4) | (1)(2) | 12/17/2021 | | M | | | 21000 | (5) | (6) | Common Units | 21000.0 | (1)(2) | 14000 | D | |
Phantom Units (7) | (1)(2) | 12/17/2021 | | M | | | 41153 | (5) | (8) | Common Units | 41153.0 | (1)(2) | 27434 | D | |
Explanation of Responses: |
(1) | Each phantom unit is the economic equivalent of one common unit of USA Compression Partners, LP (the "Issuer"). |
(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 Issuer's Distribution Reinvestment Plan. |
(4) | These phantom units were awarded on November 1, 2018. |
(5) | These phantom units vest incrementally, with 60% of the phantom units vesting on December 5, 2021 and 40% of the phantom units vesting on December 5, 2023. |
(6) | In the event of the cessation of the Reporting Person's service by the General Partner for cause or by the Reporting Person without good reason, all unvested phantom units at the time of such cessation will automatically be forfeited. |
(7) | These phantom units were awarded on December 5, 2018. |
(8) | In the event of the cessation of the Reporting Person's service for any reason, all phantom units that have not vested prior to or in connection with such cessation of service shall automatically be forfeited. |
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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Liuzzi Matthew C C/O USA COMPRESSION PARTNERS, LP 111 CONGRESS AVENUE, SUITE 2400 AUSTIN, TX 78701 |
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| See Remarks |
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Signatures
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/s/ Matthew C. Liuzzi | | 12/20/2021 |
**Signature of Reporting Person | Date |
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