Sec Form 4 Filing - OCIP HOLDING LLC @ OCI Partners LP - 2015-04-17

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 OCIP HOLDING LLC 2. Issuer Name and Ticker or Trading Symbol OCI Partners LP [ OCIP] 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 OCI USA INC., 660 MADISON AVENUE, 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/17/2015 (Street) NEW YORK, NY10065 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 (Limited Partner Interests) 04/17/2015 A 3,502,218 ( 1 ) A $ 17.132 ( 1 ) 69,497,590 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OCIP HOLDING LLC C/O OCI USA INC. 660 MADISON AVENUE, 19TH FLOOR NEW YORK, NY10065 X X OCI N.V. 6167 AC GELEEN MIJNWEG 1, P7MIJNWEG 1 X X OCI USA INC. C/O OCI USA INC. 660 MADISON AVENUE, 19TH FLOOR NEW YORK, NY10065 X X Signatures OCIP Holding LLC: By: /s/ Kevin Struve, Manager 04/17/2015 Signature of Reporting Person Date OCI N.V.: By: /s/ Nassef Sawiris, Chief Executive Officer 04/17/2015 Signature of Reporting Person Date OCI USA Inc.: By: /s/ Kevin Struve, President 04/17/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to a Contribution Agreement by and among the Issuer, OCI USA Inc. ("OCI USA") and OCIP Holding, LLC ( "OCIP Holding"), 3,502,218 Common Units of the Issuer were issued to OCIP Holding in exchange for a capital contribution of $60.0 million by OCIP Holding to the Issuer. The price per unit of each contributed unit was $17.132, the volume-weighted average trading price of the Issuer's Common Units on the New York Stock Exchange, calculated over the consecutive 21-trading day period ending on the close of trading on the trading day immediately prior to the transaction date.

Remarks: OCI N.V. is a Dutch public limited liability company ("OCI NV"). OCI USA is an indirect wholly owned subsidiary of OCI NV. OCI USA owns all of the membership interests in OCI GP LLC, a Delaware limited liability company and the general partner of the Issuer. OCIP Holding, the direct owner of the securities reported herein, is a wholly owned subsidiary of OCI USA. OCI NV and OCI USA may be deemed to indirectly own the securities of the Issuer held by OCIP Holding, but disclaim beneficial ownership except to the extent of their respective pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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