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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CSI Compressco LP [ CCLP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/29/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/29/2021 | J(1)(2) | 10,952,478(1)(2) | D | (1)(2) | 5,237,970 | I(3) | see footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. On January 29, 2021, TETRA Technologies, Inc., a Delaware corporation ('TETRA'), entered into a Purchase and Sale Agreement (the 'Purchase Agreement') with Spartan Energy Holdco, LLC, a Delaware limited liability company ('Spartan Holdco'), and, solely for certain purposes therein, Spartan Energy Partners LP, a Delaware limited partnership, pursuant to which TETRA sold (i) 10,952,478 common units representing limited partner interests ('Common Units') in CSI Compressco LP, a Delaware limited partnership (the 'Issuer') and (ii) all of the outstanding membership interests (the 'GP Equity') in CSI Compressco GP LLC, a Delaware limited liability company and the General Partner of the Issuer (the 'General Partner'), to Spartan Holdco. The General Partner holds all of the incentive distribution rights of the Issuer and a 1.4 percent general partner interest in the Issuer. |
2. Collectively, the sale of the Common Units and the GP Equity pursuant to the Purchase Agreement is referred to herein as the 'GP Sale.' The consideration for the GP Sale was $14.0 million, which consisted of $13.4 million in cash paid at the closing and $0.5 million to be paid on the six-month anniversary of the closing. TETRA is also entitled to earn additional consideration of $3.1 million in the form of cash and/or Common Units if the Issuer achieves certain financial targets on or prior to December 31, 2022, as set forth in the Purchase Agreement. |
3. TETRA may be deemed to beneficially own the 5,237,970 Common Units reported herein, 1,476,087 of which are directly held by TETRA International Incorporated, a Delaware corporation and a direct, wholly owned subsidiary of TETRA, and 3,761,883 of which are directly held by Compressco Field Services L.L.C., an Oklahoma limited liability company and a direct, wholly owned subsidiary of Compressco, Inc., a Delaware corporation and a direct, wholly owned subsidiary of TETRA. |
Remarks: |
/s/ Brady M. Murphy, in his capacity as President and Chief Executive Officer of TETRA Technologies, Inc. | 02/02/2021 | |
/s/ Brady M. Murphy, in his capacity as President of TETRA International Incorporated | 02/02/2021 | |
/s/ Brady M. Murphy, in his capacity as President of Compressco, Inc., the sole member of Compressco Field Services, L.L.C. | 02/02/2021 | |
/s/ Brady M. Murphy, in his capacity as President of Compressco, Inc. | 02/02/2021 | |
** 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). | ||
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. |