McNabb John T II Form 4 Cypress Energy Partners / John T McNabb II ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

McNabb John T II

(Last) (First) (Middle)

C/O CYPRESS ENERGY PARTNERS, L.P.

5727 S. LEWIS AVENUE, SUITE 500

(Street)

TULSA OK 74105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cypress Energy Partners, L.P. [ CELP ]

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

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
SEE REMARKS

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2015

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Units (Limited Partner Interests)	03/26/2015		M		2,500	A	(1)	20,500	D
Common Units (Limited Partner Interests)	03/26/2015		M		378	A	(1)	20,878	D

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 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: 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 (Limited Partner Interests)	(1)	03/26/2015		M			2,500	(2)	(4)	Common Units (Limited Partner Interests)	2,500	(1)	5,000	D
Phantom Units (Limited Partner Interests)	(1)	03/26/2015		M			378	(3)	(4)	Common Units (Limited Partner Interests)	378	(1)	757	D
Phantom Units (Limited Partner Interests)	(1)	03/26/2015		A		7,500		(5)	(4)	Common Units (Limited Partner Interests)	7,500	(1)	7,500	D
Phantom Units (Limited Partner Interests)	(1)	03/26/2015		A		2,960		(6)	(4)	Common Units (Limited Partner Interests)	2,960	(1)	2,960	D

Explanation of Responses:

1. Each phantom unit is the economic equivalent of one common unit.

2. Vests in three equal installments commencing on January 21, 2015, 2016 and 2017. The vested shares reported on this line item were settled on March 26, 2015.

3. Vests in three substantially equal installments commencing on March 26, 2015, 2016 and 2017.

4. The phantom units expire upon settlement. The phantom units are settled upon vesting in common units (on a one-for-one basis) or in cash, at the discretion of the Issuer.

5. Vests in three substantially equal installments commencing on May 20, 2015, 2016 and 2017.

6. Vests in three substantially equal installments commencing on March 26, 2016, 2017 and 2018.

Remarks:

The Reporting Person is a director of Cypress Energy Partners 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.

	/s/ Richard Carson Richard Carson, Attorney-in-Fact for John T. McNabb II	03/30/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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