Archrock Partners (APLP) Form 4 Archrock Partners / DONALD WAYNE 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^*

WAYNE DONALD

(Last) (First) (Middle)

16666 NORTHCHASE DRIVE

(Street)

HOUSTON TX 77060

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Archrock Partners, L.P. [ APLP ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr VP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2016

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	03/04/2016		M(1)		1,302	A	$0	8,110	D
Common Units	03/04/2016		F(2)		426	D	$7.84	7,684	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 with tandem DERs	$0.0	03/04/2016		M			701	(1)	(1)	Common Units	701	$0	0	D
Phantom Units with tandem DERs	$0.0	03/04/2016		M			601	(1)	(1)	Common Units	601	$0	601	D
Phantom Units with tandem DERs	$0.0	03/04/2016		A		15,944		(3)	(3)	Common Units	15,944	$0	15,944	D

Explanation of Responses:

1. This transaction represents the vesting of one-third of the phantom units granted to the reporting person under the Archrock Partners, L.P. Long-Term Incentive Plan. Each phantom unit vested in the form of a common unit. Pursuant to applicable SEC reporting requirements, the settlement of the phantom units in exchange for common units is reported on this Form 4 as a disposition of the phantom units being settled and a simultaneous acquisition of the underlying common units.

2. Issuer withheld the maximum allowable units to satisfy the tax withholding obligations associated with the vesting of phantom units.

3. This awards represents a grant of phantom units with tandem Distribution Equivalent Rights (DERs) under the Archrock Partners, L.P. Long-Term Incentive Plan, which vests ratably over a three-year period of employment. The award is payable in cash or common units at the discretion of the Company and DERs are payable as and when they are paid to common unit holders. Each phantom unit is the economic equivalent of an APLP common unit. Vesting is subject to acceleration due to a qualifying change of control and termination without Cause by the Company or for Good Reason by the reporting person. Any unvested portion of this award will otherwise be forfeited upon termination of service or employment, unless the termination is due to death or disability.

Remarks:

	Susan Miller, Attorney-in-fact	03/07/2016
	** 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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