Sec Form 4/A Filing - Archrock, Inc. @ Archrock Partners, L.P. - 2016-11-19

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4/A
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Archrock, Inc.
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 X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Director by Deputization
(Last) (First) (Middle)
16666 NORTHCHASE DRIVE,
3. Date of Earliest Transaction (MM/DD/YY)
11/19/2016
(Street)
HOUSTON, TX77060
4. If Amendment, Date Original Filed (MM/DD/YY)
11/22/2016
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 representing limited partner interests ( 1 ) 11/19/2016 P 5,482,581 A $ 15.1959 ( 2 ) 29,064,637 I See footnote ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Archrock, Inc.
16666 NORTHCHASE DRIVE
HOUSTON, TX77060
X X Director by Deputization
Archrock MLP LP LLC
2711 CENTERVILLE ROAD
SUITE 400
WILMINGTON, DE19808
X
AROC Corp.
16666 NORTHCHASE DRIVE
HOUSTON, TX77060
X
AROC Services GP LLC
16666 NORTHCHASE DRIVE
HOUSTON, TX77060
X
AROC Services LP LLC
16666 NORTHCHASE DRIVE
HOUSTON, TX77060
X
Archrock Services, L.P.
16666 NORTHCHASE DRIVE
HOUSTON, TX77060
X
Signatures
Pamela Jasinski, Manager, Archrock MLP LP LLC 11/30/2016
Signature of Reporting Person Date
Donald C. Wayne, Senior Vice President, General Counsel and Secretary of Archrock, Inc., AROC Corp., AROC Services GP LLC, AROC Services LP LLC, and Archrock Services, L.P 11/30/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person acquired the common units, together with 111,040 general partner units of the issuer, as payment for certain identified contracts and the equipment used to provide compression services under those contracts.
( 2 )Based on the APLP common unit price equal to the quotient of (i) the volume weighed daily average price of the APLP common units for each of the thirty (30) days ending November 18, 2016, and (ii) thirty (30).
( 3 )The reported common units are owned directly by Archrock MLP LP LLC (MLP LP) and may be deemed to be beneficially owned by (i) Archrock Services, L.P. (ASLP), the sole member of MLP LP; (ii) AROC Services GP LLC (AROC GP), the general partner of ASLP, (iii) AROC Services LP LLC (AROC LP), the sole limited partner of ASLP, (iv) AROC Corp., the sole member of AROC GP and AROC LP, and (v) Archrock, Inc., the sole shareholder of AROC Corp. This filing is amended to include all such affiliated companies as reporting persons.

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.