Sec Form 4 Filing - SCHLANGER DANIEL K @ Archrock Partners, L.P. - 2014-03-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SCHLANGER DANIEL K
2. Issuer Name and Ticker or Trading Symbol
Archrock Partners, L.P. [ APLP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last) (First) (Middle)
4444 BRITTMOORE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/05/2014
(Street)
HOUSTON, TX77041
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/05/2014( 1 ) S 2,750 D $ 30.53 15,766 D
Common Units 11/03/2015( 2 ) M 2,870 A $ 0 18,636 D
Common Units 11/03/2015( 3 ) F 1,205 D $ 20.02 17,431 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Phantom Units with tandem DERs $ 0 11/03/2015 M 1,122 ( 2 ) ( 2 ) Common Units 1,122 $ 0 0 D
Phantom Units with tandem DERs $ 0 11/03/2015 M 1,748 ( 2 ) ( 2 ) Common Units 1,748 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHLANGER DANIEL K
4444 BRITTMOORE ROAD
HOUSTON, TX77041
X Senior Vice President
Signatures
Susan G. Miller 11/04/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Sale of common units was pursuant to a Rule 10b5-1 Plan entered into by the reporting person on 6/13/2013. The sale of shares was to satisfy tax withholding requirements and was not reported timely due to an administrative error.
( 2 )This transaction represents the accelerated vesting of outstanding phantom units with tandem Distribution Equivalent Rights (DERs) granted to the reporting person under the Issuer's Long Term Incentive Plan. Vesting is in connection with the reporting person's resignation following the spin-off of the Issuer's managing partner's parent company (Exterran Holdings, Inc., renamed Archrock, Inc.). Each phantom unit vested in the form of a common unit. The DERs were paid in cash. Pursuant to the applicable SEC reporting requirements, the settlement of the phantom units in exchange for common units of EXLP is reported on this Form 4 as a disposition of the phantom units and a simultaneous acquisition of the underlying common units.
( 3 )Issuer withheld the maximum allowable units to satisfy the tax withholding obligations associated with the vesting of phantom units.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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