Sec Form 4 Filing - LONG ERIC D @ USA Compression Partners, LP - 2022-12-02

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
LONG ERIC D
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O USA COMPRESSION PARTNERS, LP, 111 CONGRESS AVENUE, SUITE 2400
3. Date of Earliest Transaction (MM/DD/YY)
12/02/2022
(Street)
AUSTIN, TX78701
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 12/02/2022 S 3,117 D $ 18.82( 1 )( 2 ) 532,316( 3 ) D
Common Units 12/05/2022 S 17,291 D $ 18.38( 2 )( 4 ) 515,025( 3 ) D
Common Units 23,182( 3 ) I By Alex B Long Trust( 5 )
Common Units 33,182( 3 ) I By Adam Ericson Long Trust( 5 )
Common Units 17,592( 3 ) I By Aladdin Partners, L.P.
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 ( 6 ) 12/05/2022 A 193,611 ( 7 ) ( 8 ) Common Units 193,611 ( 6 ) 193,611 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LONG ERIC D
C/O USA COMPRESSION PARTNERS, LP
111 CONGRESS AVENUE, SUITE 2400
AUSTIN, TX78701
X See Remarks
Signatures
/s/ Eric D. Long 12/06/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the weighted average unit price of an aggregate total of 3,117 common units sold in the price range of $18.75 to $18.94 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of common units sold at each separate price.
( 2 )The common units were sold by the Reporting Person for tax planning purposes.
( 3 )Includes common units acquired under USA Compression Partners, LP (the "Issuer") Distribution Reinvestment Plan.
( 4 )Represents the weighted average unit price of an aggregate total of 17,291 common units sold in the price range of $18.25 to $18.59 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of common units sold at each separate price.
( 5 )Common units held by each of the Alex B. Long Trust and the Adam Ericson Long Trust, of which the Reporting Person is the trustee under agreements dated April 17, 2007.
( 6 )Each phantom unit is the economic equivalent of one common unit of the Issuer.
( 7 )The phantom units vest incrementally, with 60% of the phantom units vesting on December 5, 2025 and 40% of the phantom units vesting on December 5, 2027.
( 8 )In the event of the cessation of the Reporting Person's service for any reason, all phantom units that have not vested prior to or in connection with such cessation of service shall automatically be forfeited. Notwithstanding the foregoing, if the Reporting Person retires after attaining the age of 65-68, 60% of his then-unvested phantom units will be forfeited at the time of retirement. If the Reporting Person retires and is over age 68, 50% of his then-unvested phantom units will be forfeited at the time of retirement.

Remarks:
The Reporting Person is the President, Chief Executive Officer and Director of USA Compression GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.

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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