USA Compression Partners (USAC) Form 3 USA Compression Partners / Eric A Scheller ownership change

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^*

Scheller Eric A

(Last) (First) (Middle)

111 CONGRESS AVE.

SUITE 2400

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/02/2020

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

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

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

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)
Common Units	36,939	D

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
Phantom Units	(1)	(2)	Common Units	2,230	(3)	D
Phantom Units	(4)	(2)	Common Units	13,717	(3)	D
Phantom Units	(5)	(2)	Common Units	31,446	(3)	D

Explanation of Responses:

1. The phantom units will vest in full on February 15, 2021.

2. 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.

3. Each phantom unit is the economic equivalent of one common unit of USA Compression Partners, LP.

4. The phantom units will vest incrementally, with 60% of the phantom units vesting on December 5, 2021 and the remaining 40% of the phantom units vesting on December 5, 2023.

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

Remarks:

The Reporting Person is the Vice President and Chief Operating Officer 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 A. Scheller	06/09/2020
	** 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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