USD Partners (USDP) Form 3 USD Partners / Joshua Dean Ruple 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^*

Ruple Joshua Dean

(Last) (First) (Middle)

811 MAIN STREET

SUITE 2800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2017

3. Issuer Name and Ticker or Trading Symbol
USD Partners LP [ USDP ]

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 (LIMITED PARTNER INTERESTS)	36,274(1)	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

Explanation of Responses:

1. Includes 13,612 phantom units initially granted on February 16, 2015, and 18,076 phantom units initially granted on February 25, 2016. Each phantom unit is the economic equivalent of one common unit of USDP. The phantom units vest in four annual installments commencing on the one-year anniversary of the issuance date.

Remarks:

The Reporting Person is Senior Vice President and Chief Operating Officer of USD 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/ Adam K. Altsuler, Attorney-in-fact for Joshua D Ruple	01/10/2017
	** 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).
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