Cypress Environmental Partners (CELPQ) Form 3 Cypress Energy Partners / Jeffrey A Herbers 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Herbers Jeffrey A

(Last) (First) (Middle)

C/O CYPRESS ENERGY PARTNERS, L.P.

5727 S. LEWIS AVENUE, SUITE 300

(Street)

TULSA OK 74105

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/26/2017

3. Issuer Name and Ticker or Trading Symbol
Cypress Energy Partners, L.P. [ CELP ]

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)

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 (Limited Partner Interests)	(1)	(2)	Common Units (Limited Partner Interests)	10,152	(3)	D
Phantom Units (Limited Partner Interests)	(4)	(2)	Common Units (Limited Partner Interests)	7,511	(3)	D

Explanation of Responses:

1. Vests in three substantially equal installments commencing on November 2, 2019, 2020 and 2021.

2. The phantom units expire upon settlement. The phantom units are settled upon vesting in common units (on a one-for-one basis) or in cash, at the discretion of the issuer.

3. Each phantom unit is the economic equivalent of one common unit.

4. Vests in three substantially equal installments commencing on March 9, 2020, 2021 and 2022.

Remarks:

The Reporting Person is the Chief Accounting Officer of Cypress Energy Partners 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. Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Richard M. Carson, Attorney-in-Fact for Jeffrey A. Herbers	11/30/2017
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.