Matthew B Pitcock Form 4 CSI Compressco / Matthew B Pitcock 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^*

Pitcock Matthew B

(Last) (First) (Middle)

24955 INTERSTATE 45 NORTH

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CSI Compressco LP [ CCLP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP North America Sales

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2021

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 Representing Limited Partner Interests	02/21/2021		A		310	A	$0.00(1)	91,219(2)	D
Common Units Representing Limited Partner Interests	02/21/2021		F		72	D	$1.96(3)	91,147	D
Common Units Representing Limited Partner Interests	02/22/2021		A		164	A	$0.00(4)	91,311	D
Common Units Representing Limited Partner Interests	02/22/2021		A		880	A	$0.00(5)	92,191	D
Common Units Representing Limited Partner Interests	02/22/2021		F		38	D	$1.97(6)	92,153	D
Common Units Representing Limited Partner Interests	02/22/2021		F		206	D	$1.97(7)	91,947	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 dividend equivalent rights accrued on the reporting person's phantom units granted on February 21, 2019 pursuant to the CSI Compressco LP Second Amended and Restated 2011 Long Term Incentive Plan and that were settled proportionately with the award to which they relate. Each dividend equivalent right is the economic equivalent of one Common Unit representing limited partner interests in CSI Compressco LP and may be settled only in Common Units representing limited partner interests in CSI Compressco LP.

2. The number of beneficially owned shares has been adjusted to include 230 units that were inadvertently underreported due to a clerical error.

3. Reflects units surrendered to the Issuer to satisfy tax withholding obligations upon the vesting of the dividend equivalent rights accrued on the February 21, 2019 phantom unit award.

4. Represents dividend equivalent rights accrued on the reporting person's phantom units granted on February 22, 2020 pursuant to the CSI Compressco LP Second Amended and Restated 2011 Long Term Incentive Plan and that were settled proportionately with the award to which they relate. Each dividend equivalent right is the economic equivalent of one Common Unit representing limited partner interests in CSI Compressco LP and may be settled only in Common Units representing limited partner interests in CSI Compressco LP.

5. Represents dividend equivalent rights accrued on the reporting person's phantom units granted on February 22, 2018 pursuant to the CSI Compressco LP Second Amended and Restated 2011 Long Term Incentive Plan and that were settled proportionately with the award to which they relate. Each dividend equivalent right is the economic equivalent of one Common Unit representing limited partner interests in CSI Compressco LP and may be settled only in Common Units representing limited partner interests in CSI Compressco LP.

6. Reflects units surrendered to the Issuer to satisfy tax withholding obligations upon the vesting of the dividend equivalent rights accrued on the February 22, 2020 phantom unit award.

7. Reflects units surrendered to the Issuer to satisfy tax withholding obligations upon the vesting of the dividend equivalent rights accrued on the February 22, 2018 phantom unit award.

Remarks:

	Kimberly M. O'Brien, attorney-in-fact	02/23/2021
	** 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 4 (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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