Sec Form 4 Filing - USA Compression Holdings, LLC @ USA Compression Partners, LP - 2014-05-27

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 USA Compression Holdings, LLC 2. Issuer Name and Ticker or Trading Symbol USA Compression Partners, LP [ USAC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 712 FIFTH AVENUE, 51ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/27/2014 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 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 05/27/2014 S 729,630 D $ 25.59 4,228,495 D ( 1 ) ( 2 )

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 USA Compression Holdings, LLC 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY10019 X X See Remarks USA Compression GP, LLC 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY10019 X X See Remarks R/C IV USACP Holdings, L.P. 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY10019 X X See Remarks Riverstone/Carlyle Energy Partners IV, L.P. 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY10019 X X See Remarks R/C Energy GP IV, LLC 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY10019 X X See Remarks Signatures /s/ Lauren E. Dean, Assistant Secretary and Assistant General Counsel, USA Compression Holdings, LLC 05/28/2014 Signature of Reporting Person Date /s/ Lauren E. Dean, Assistant Secretary and Assistant General Counsel, USA Compression GP, LLC 05/28/2014 Signature of Reporting Person Date /s/ Thomas J. Walker, R/C Energy GP IV, LLC, in its individ. capacity and in its capacity as general partner of Riverstone/Carlyle Energy Partners IV, L.P., in its individual capacity and in its capacity as general partner of R/C IV USACP Holdings, L.P. 05/28/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by USA Compression Holdings, LLC ("USAC Holdings"), USA Compression GP, LLC, R/C IV USACP Holdings, L.P. ("R/C IV"), Riverstone/Carlyle Energy Partners IV, L.P., the general partner of R/C IV ("R/C EP IV"), and R/C Energy GP IV, LLC, the general partner of R/C EP IV. ( 2 )R/C IV owns 97.6% of the limited liability company interests of USAC Holdings and is entitled to elect a majority of the members of the board of managers of USAC Holdings. Accordingly, R/C IV may be deemed to indirectly beneficially own the common units owned by USAC Holdings, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.

Remarks: Each of the reporting persons may be deemed a "director by deputization" of USA Compression Partners, LP (the "Issuer") by virtue of the fact that all of the directors of the general partner of the Issuer are designated by USAC Holdings.

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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