Sec Form 3 Filing - Hildebrand Jeffery D @ Archrock, Inc. - 2019-08-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Hildebrand Jeffery D
2. Issuer Name and Ticker or Trading Symbol
Archrock, Inc. [ AROC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O JDH CAPITAL COMPANY, 1111 TRAVIS STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/01/2019
(Street)
HOUSTON, TX77002
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 21,656,683 ( 1 ) I See footnotes ( 2 ) ( 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
Hildebrand Jeffery D
C/O JDH CAPITAL COMPANY
1111 TRAVIS STREET
HOUSTON, TX77002
X X
Signatures
Susan G. Thompson, Attorney-in-fact for Jeffery D. Hildebrand 08/02/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Asset Purchase Agreement (the "Elite Purchase Agreement"), dated as of June 23, 2019, by and among the Archrock, Inc. (the "Issuer"), Archrock Services, L.P., a wholly owned subsidiary of the Issuer (together with the Issuer, the "Archrock Buyer Parties") and Elite Compression Services, LLC ("Elite"), a portfolio company of JDH Capital Holdings, L.P. ("JDH Holdings"), the Archrock Buyer Parties acquired substantially all the assets of Elite, for aggregate consideration equal to $410 million (the "Elite Acquisition"), consisting of (i) an amount of cash equal to $205 million and (ii) 21,656,683 newly issued shares of common stock of the Issuer, par value $0.01 per share (the "Common Stock"), which were issued to JDH Holdings on August 1, 2019.
( 2 )JDH Capital Company ("JDH Capital") is the general partner of JDH Holdings. Hildebrand Enterprises, LP ("Hildebrand Enterprises") is the sole limited partner of JDH Holdings. Each of JDH Capital and Hildebrand Enterprises is wholly owned by Hildebrand Enterprises Company ("Hildebrand Company"). Hildebrand Company is wholly owned by Jeffery D. Hildebrand, a director of the Issuer, and Melinda B. Hildebrand. A separate Form 3 has been filed jointly by JDH Holdings, JDH Capital, Hildebrand Enterprises, Hildebrand Company and Melinda B. Hildebrand.
( 3 )Shares of Common Stock of the Issuer are held by JDH Holdings.

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