Amended Statement of Beneficial Ownership (sc 13d/a)
02 Mai 2022 - 12:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES ACT OF 1933
(Amendment No. 3)
USA Compression Partners, LP
(Name of issuer)
Common Units Representing Limited Partner
Interests
(Title of class of securities)
90290N109
(CUSIP number)
Sean Murphy, Chief Compliance Officer
c/o EIG Veteran Equity Aggregator, L.P.
600 New Hampshire Ave NW, STE. 1200
Washington, DC 20037
(202) 600-3304
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 27, 2022
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other
parties to whom copies are to be sent.
| * |
The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page
|
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
|
|
|
|
|
|
|
|
(1) |
|
Names of Reporting Person
EIG Veteran Equity Aggregator, L.P.
|
|
(2) |
|
Check the appropriate box if a member of a group (see
instructions)
(a) ☐ (b) ☐
|
|
(3) |
|
SEC use only
|
|
(4) |
|
Source of funds (see instructions)
OO
|
|
(5) |
|
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
☐
|
|
(6) |
|
Citizenship or place of organization
Delaware
|
|
|
|
|
|
|
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
(7) |
|
Sole voting power
22,876,252 (1)
|
|
|
(8) |
|
Shared voting power
0
|
|
|
(9) |
|
Sole dispositive power
22,876,252 (1)
|
|
|
(10) |
|
Shared dispositive power
0
|
|
|
|
|
|
|
|
|
(11) |
|
Aggregate amount beneficially owned by each reporting
person
22,876,252 (1)
|
|
(12) |
|
Check if the aggregate amount in Row (11) excludes
certain shares (see instructions)
☐
|
|
(13) |
|
Percent of class represented by amount in Row (11)
19.0% (2)
|
|
(14) |
|
Type of reporting person (see instructions)
PN
|
| (1) |
As of April 27, 2022, EIG Veteran Equity
Aggregator, L.P. holds (A) a warrant (the “Warrant”) to
acquire 8,413,281 Common Units (as defined below) at an exercise
price of $19.59 per unit, (B) Preferred Units (i) 140,215 of
which (the “2021 Preferred Units”) became convertible on and after
April 2, 2021 for an aggregate of 7,006,721 Common Units and
(ii) 140,215 of which (the “2022 Preferred Units”) became
convertible on or after April 2, 2022 for an aggregate of
7,006,721 Common Units, and (C) 449,529 Common Units . Each 2021
Preferred Unit and 2022 Preferred Unit may be converted into a
number of Common Units equal to $1,000 (plus accrued and unpaid
distributions) divided by $20.0115. The Warrant became exercisable
on April 2, 2019 and will expire on April 2, 2028.
|
| (2) |
Percentage calculation is based on the number of
Common Units outstanding as of February 10, 2022, as reported
in the Issuer’s Annual Report on Form 10-K filed on February 15, 2022,
adjusted to include the Common Units issuable upon exercise of the
Warrant and conversion of the 2021 Preferred Units and 2022
Preferred Units, as well as the Common Units issued to the
Reporting Person upon exercise of the Exercised Warrant (as defined
below).
|
Item 1. Security and Issuer.
This Amendment No. 3 (“Amendment No. 3”) amends and
supplements the statement on Schedule 13D filed by the Reporting
Person on February 4, 2019, as previously amended by Amendment
No. 1 filed by the Reporting Person on February 1, 2021
and Amendment No. 2 filed by the Reporting Person on
February 1, 2022 (the “Original Statement”), relating to the
common units (the “Common Units”) representing limited partnership
interests of USA Compression Partners, LP, a Delaware limited
partnership (the “Issuer”), with principal executive offices at 111
Congress Avenue, Suite 2400, Austin, Texas 78701.
Except as specifically provided herein, this Amendment No. 3
does not modify any of the information previously reported on the
Original Statement. Capitalized terms used but not otherwise
defined in this Amendment No. 3 shall have the meanings
ascribed to them in the Original Statement.
Item 2. Identity and Background.
No change.
Item 3. Source and Amount of Funds or Other
Consideration.
Item 3 of this Schedule 13D is hereby amended to include the
following:
On April 27, 2022, the Reporting Person exercised in full
its warrant (the “Exercised Warrant”) to acquire 4,206,641
Common Units at an exercise price of $17.03 per Common Unit. The
Exercised Warrant was settled in accordance with the terms of the
Exercised Warrant using the net unit settlement method. The
description of the exercise of the Exercised Warrant set forth in
Item 4 of this Amendment No. 3 is hereby incorporated by
reference into this Item 3.
Item 4. Purpose of Transaction.
Item 4 of this Schedule 13D is hereby amended to include the
following:
On April 27, 2022, the Reporting Person exercised the
Exercised Warrant to acquire an aggregate of 4,206,641 Common Units
using the net unit settlement method, pursuant to which the Issuer
withheld an aggregate of 3,757,111 Common Units, valued at $19.07
per Common Unit pursuant to the terms of the Exercised Warrant, in
satisfaction of the aggregate exercise price of the Exercised
Warrant.
Item 5. Interest in Securities of the Issuer.
Item 5(a) of the Statement is hereby amended and restated with the
following:
| (a) |
As of the date of this Statement, the Reporting Person
beneficially owns an aggregate of 22,876,252 Common Units, or 19.0%
of the total number of Common Units outstanding (adjusted to
include the Common Units issuable upon conversion of the Warrant,
the 2021 Preferred Units, the 2022 Preferred Units and the Common
Units issued pursuant to the Exercised Warrant). The Warrant may be
exercised at an exercise price of $19.59 per unit beginning on
April 2, 2019 and will expire on April 2, 2028. Each 2021
Preferred Unit became convertible into a number of Common Units
equal to $1,000 (plus accrued and unpaid distributions) divided by
$20.0115 on and after April 2, 2021. Each 2022 Preferred Unit
became convertible into a number of Common Units equal to $1,000
(plus accrued and unpaid distributions) divided by $20.0115 on and
after April 2, 2022. Common Units which are to be issued upon
exercise of the Warrant and conversion of the 2021 Preferred Units
and 2022 Preferred Units are beneficially owned by the Reporting
Person.
|
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
No change.
Item 7. Materials to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment
No. 3 is true, complete and correct.
Date: April 29, 2022
|
|
|
| EIG VETERAN EQUITY AGGREGATOR,
L.P. |
|
|
| By: |
|
EIG Veteran Equity GP, LLC, its general
partner |
|
|
| By: |
|
EIG Asset Management, LLC, its managing
member |
|
|
| By: |
|
/s/ Randall S. Wade
|
| Name: |
|
Randall S. Wade |
| Title |
|
President |
|
|
| By: |
|
/s/ Sean Murphy
|
| Name: |
|
Sean Murphy |
| Title: |
|
Chief Compliance Officer |
USA Compression Partners (NYSE:USAC)
Historical Stock Chart
Von Jun 2022 bis Jul 2022
USA Compression Partners (NYSE:USAC)
Historical Stock Chart
Von Jul 2021 bis Jul 2022
