Keith Benson Form 4 USD Partners / KEITH BENSON 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^*

BENSON KEITH

(Last) (First) (Middle)

811 MAIN STREET

SUITE 2800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2021

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 (LIMITED PARTNER INTERESTS)	02/16/2021		A		26,638(1)	A	$0	143,622(2)	D
COMMON UNITS (LIMITED PARTNER INTERESTS)	02/16/2021		F		9,946(3)	D	$4.82	133,676(4)	D
COMMON UNITS (LIMITED PARTNER INTERESTS)	02/16/2021		S		10,032	D	$4.84(5)	123,644(4)	D
COMMON UNITS (LIMITED PARTNER INTERESTS)	02/17/2021		S		5,617	D	$4.88(6)	118,027(4)	D
COMMON UNITS (LIMITED PARTNER INTERESTS)	02/18/2021		S		2,841	D	$4.96(7)	115,186(4)	D

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

Explanation of Responses:

1. Represents the grant of phantom units. 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.

2. Includes 88,492 phantom units.

3. Represents common units of limited partnership interest withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person upon vesting of outstanding phantom units.

4. Includes 63,225 phantom units.

5. The price reported in column 4 is a weighted average price. The units were sold in multiple transactions at prices ranging from $4.78 to $4.90, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request, full information regarding the number of units sold at each separate price within the ranges set forth in this footnote.

6. The price reported in column 4 is a weighted average price. The units were sold in multiple transactions at prices ranging from $4.81 to $4.95, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request, full information regarding the number of units sold at each separate price within the ranges set forth in this footnote.

7. The price reported in column 4 is a weighted average price. The units were sold in multiple transactions at prices ranging from $4.87 to $4.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request, full information regarding the number of units sold at each separate price within the ranges set forth in this footnote.

Remarks:

The Reporting Person is General Counsel 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.

	/s/ Adam K. Altsuler, Attorney-in-Fact for Keith Benson	02/18/2021
	** 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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