Sec Form 4 Filing - SCHLANGER DANIEL K @ EXTERRAN PARTNERS, L.P. - 2015-03-04

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
EXTERRAN PARTNERS, L.P. [ EXLP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr Vice President
(Last) (First) (Middle)
16666 NORTHCHASE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/04/2015
(Street)
HOUSTON, TX77060
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 03/04/2015 M( 1 ) 3,122 A $ 0 19,840 D
Common Units 03/04/2015 F( 2 ) 855 D $ 24.87 18,985 D
Common Units 03/05/2015 S( 3 ) 469 D $ 25.1458 ( 4 ) 18,516 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 ( 1 ) 03/04/2015 M 875 ( 1 ) ( 1 ) Common Units 875 $ 0 1,748 D
Phantom Units with tandem DERs ( 1 ) 03/04/2015 M 1,125 ( 1 ) ( 1 ) Common Units 1,125 $ 0 0 D
Phantom Units with tandem DERs ( 1 ) 03/04/2015 M 1,122 ( 1 ) ( 1 ) Common Units 1,122 $ 0 1,122 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHLANGER DANIEL K
16666 NORTHCHASE DRIVE
HOUSTON, TX77060
X Sr Vice President
Signatures
Susan Miller, Attorney-in-fact 03/06/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction represents the vesting of one-third of the phantom units with tandem Distribution Equivalent Rights (DERs) granted to the reporting person under the Exterran Partners, L.P. Long-Term Incentive Plan. Each phantom unit vested in the form of a common unit and the DERs were paid in cash per the terms of the award agreement. Pursuant to 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 being settled and a simultaneous acquisition of the underlying common units.
( 2 )Issuer withheld the maximum allowable units to satisfy the tax withholding obligations associated with the vesting of phantom units.
( 3 )These transactions were executed in accordance with a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2014.
( 4 )The price reported is a weighted average price. The shares were sold in multiple transactions at prices that range from $24.74 to $25.33, inclusive.

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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