Sec Form 4 Filing - Ingersoll Jason @ Archrock, Inc. - 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, Inc. [ AROC]
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 Stock 04/26/2018 A 7,362 A 86,300 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
Restricted Stock Unit ( 2 ) 04/26/2018 A 4,465 03/04/2019 03/04/2019 Common Stock 4,464 $ 0 4,465 D
Restricted Stock Unit ( 2 ) 04/26/2018 A 6,019 ( 3 ) 08/20/2020 Common Stock 6,018 $ 0 6,019 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 )Received in exchange for 5,258 common units of Archrock Partners, L.P. ("APLP") in connection with the merger of APLP with and into a wholly owned subsidiary of the Issuer (the "Merger") on April 26, 2018 (the "Effective Date"). On the Effective Date, each APLP common unit was converted into 1.4 shares of common stock of the Issuer.
( 2 )Received in exchange for 3,189 and 4,299 APLP phantom units in connection with the Merger. On the Effective Date, each APLP phantom unit was converted into 1.4 restricted stock units of the Issuer. The APLP phantom units were originally awarded under the APLP Long-Term Incentive Plans; the AROC restricted stock units issued pursuant to the Merger are issued under the Archrock, Inc. 2013 Stock Incentive Plan and are subject to substantially the same terms and conditions as the original awards. The awards are subject to accelerated vesting or forfeiture under certain conditions as set out in a Change of Control Agreement, Severance Benefit Agreement and Award Notice Agreement; however, such agreements have been amended to exclude the Merger from the relevant change of control provisions.
( 3 )The award vests in three equal installments on each of August 20, 2018, August 20, 2019 and August 20, 2020.

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