Sec Form 4 Filing - Ingersoll Jason @ Archrock Partners, L.P. - 2018-04-26

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
Ingersoll Jason
2. Issuer Name and Ticker or Trading Symbol
Archrock Partners, L.P. [ APLP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last) (First) (Middle)
9807 KATY FREEWAY, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
04/26/2018
(Street)
HOUSTON, TX77024
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 04/26/2018 D 5,258 D 0 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 (Common Units) $ 0 ( 2 ) 04/26/2018 D 3,189 ( 2 ) ( 2 ) Common Units 3,189 $ 0 0 D
Phantom Units with tandem DERs $ 0 ( 2 ) 04/26/2018 D 4,299 ( 2 ) ( 2 ) Common Units 4,299 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ingersoll Jason
9807 KATY FREEWAY, SUITE 100
HOUSTON, TX77024
Senior Vice President
Signatures
Susan G. Thompson, Attorney-in-fact 04/27/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the merger of the Issuer into a wholly-owned subsidiary of Archrock, Inc. (the "Merger"), effective April 26, 2018, each common unit of the Issuer held by the reporting person was converted into 1.40 shares of Archrock, Inc. common stock.
( 2 )Pursuant to the Merger, each phantom unit has been cancelled and converted into 1.4 restricted stock units of Archrock, Inc. with substantially similar terms and conditions as the original award; however, the terms of the awards, as well as certain employment-related agreements, have been amended to exclude the Merger from the relevant change of control provisions.

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