Archrock Partners (APLP) Form 4 Change in insider ownership

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^*

Archrock, Inc.

(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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Director by Deputization

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2016

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 representing limited partner interests(1)	11/19/2016		P		5,482,581	A	$15.1959(2)	29,064,637	I	See footnote(3)

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

Explanation of Responses:

1. The reporting person acquired the common units, together with 111,040 general partner units of the issuer, as payment for certain identified contracts and the equipment used to provide compression services under those contracts.

2. Based on the APLP common unit price equal to the quotient of (i) the volume weighed daily average price of the APLP common units for each of the thirty (30) days ending November 18, 2016, and (ii) thirty (30).

3. 2. The reported common units are owned directly by Archrock MLP LP LLC (MLP LP) and may be deemed to be beneficially owned by (i) Archrock Services, L.P. (ASLP), the sole member of MLP LP; (ii) AROC Services GP LLC (AROC GP), the general partner of ASLP, (iii) AROC Services LP LLC (AROC LP), the sole limited partner of ASLP, (iv) AROC Corp., the sole member of AROC GP and AROC LP, and (v) Archrock, Inc., the sole shareholder of AROC Corp.

Remarks:

	Donald C. Wayne, Senior Vice President, General Counsel and Secretary of Archrock, Inc., AROC Corp., AROC Services GP LLC, AROC Services LP LLC, and Archrock Services, L.P	11/22/2016
	Pamela Jasinski, Manager, Archrock MLP LP LLC	11/22/2016
	** 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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