USA Compression Partners (USAC) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

EIG VETERAN EQUITY AGGREGATOR, L.P.

(Last) (First) (Middle)

1700 PENNSYLVANIA AVE NW, STE. 800

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/02/2018

3. Issuer Name and Ticker or Trading Symbol
USA Compression Partners, LP [ USAC ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Perpetual Preferred Units	(1)	(1)	Common Units	(1)	0.00	D
Warrant to Purchase Common Units	04/02/2019	04/02/2028	Common Units	4,206,641	17.03	D
Warrant to Purchase Common Units	04/02/2019	04/02/2028	Common Units	8,413,281	19.59	D

Explanation of Responses:

1. On April 2, 2018, EIG Veteran Equity Aggregator, L.P. ("EIG Aggregator") completed its acquisition of 420,664.07351 Series A Perpetual Preferred Units (the "Preferred Units") of the Issuer. Certain of the Preferred Units become convertible into common units of the Issuer ("Common Units") on an annual basis beginning on the third anniversary of the close of the Acquisition (the "Closing"), with all of the Preferred Units becoming convertible beginning on the fifth anniversary of the Closing. Each Preferred Unit is convertible into a number of Common Units equal to the $1,000 (plus accrued and unpaid distributions) divided by $20.0115, subject to certain adjustments.

Remarks:

Matthew Hartman, Senior Vice President of EIG Asset Management LLC, the sole member of EIG Veteran Equity GP, LLC, which is the general partner of EIG Veteran Equity Aggregator, L.P. ("EIG Aggregator"), serves on the Issuer's Board of Directors as EIG Aggregator's representative.

	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, Chief Operating Officer; By: /s/ Robert L. Vitale, General Counsel	04/02/2018
	** 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 5 (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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