USA Compression Partners (USAC) Form 4 USA Compression Partners / ERIC D LONG 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^*

LONG ERIC D

(Last) (First) (Middle)

C/O USA COMPRESSION PARTNERS, LP

111 CONGRESS AVENUE, SUITE 2400

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2022

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	12/16/2022		M		25,059	A	(1)(2)	499,038(3)	D
Common Units	12/16/2022		D		12,530	D	$18.37	486,508(3)	D
Common Units	12/16/2022		M		100,234	A	(1)(2)	586,742(3)	D
Common Units	12/16/2022		D		50,117	D	$18.37	536,625(3)	D
Common Units								23,182(3)	I	By Alex B Long Trust(4)
Common Units								33,182(3)	I	By Adam Ericson Long Trust(4)
Common Units								17,592(3)	I	By Aladdin Partners, L.P.

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(5)	(1)(2)	12/16/2022		M			25,059	(6)	(7)	Common Units	25,059	(1)(2)	16,705	D
Phantom Units(8)	(1)(2)	12/16/2022		M			100,234	(6)	(9)	Common Units	100,234	(1)(2)	66,822	D

Explanation of Responses:

1. Each phantom unit is the economic equivalent of one common unit of USA Compression Partners, LP (the "Issuer").

2. The Reporting Person settled approximately 50% of his newly vested phantom units for cash and the rest for common units.

3. Includes common units acquired under USA Compression Partners, LP Distribution Reinvestment Plan.

4. Common units held by each of the Alex B. Long Trust and the Adam Ericson Long Trust, of which the Reporting Person is the trustee under agreements dated April 17, 2007.

5. These phantom units were awarded on December 5, 2019 pursuant to a Retention Phantom Unit Agreement.

6. The phantom units vest incrementally, with 60% of the phantom units vesting on December 5, 2022 and 40% of the phantom units vesting on December 5, 2024.

7. In the event of the cessation of the Reporting Person's service by the General Partner for cause or by the Reporting Person without good reason, all unvested phantom units at the time of such cessation will automatically be forfeited. Notwithstanding the foregoing, if the Reporting Person retires after attaining the age of 65, 60% of his then-unvested phantom units will be forfeited at the time of retirement.

8. These phantom units were awarded on December 5, 2019.

9. In the event of the cessation of the Reporting Person's service for any reason, all phantom units that have not vested prior to or in connection with such cessation of service shall automatically be forfeited. Notwithstanding the foregoing, if the Reporting Person retires after attaining the age of 65, 60% of his then-unvested phantom units will be forfeited at the time of retirement.

Remarks:

The Reporting Person is the President, Chief Executive Officer and Director of USA Compression 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/ Eric D. Long	12/20/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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