Sec Form 4 Filing - USD GROUP LLC @ USD Partners LP - 2016-02-22

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 USD GROUP LLC 2. Issuer Name and Ticker or Trading Symbol USD Partners LP [ USDP] 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) 811 MAIN STREET, SUITE 2800 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2016 (Street) HOUSTON, TX77002 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) 02/22/2016 C( 1 ) 2,092,709 A $ 0 ( 1 ) 3,186,254 D ( 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 SUBORDINATED UNITS (LIMITED PARTNER INTERESTS) ( 4 ) 02/22/2016 C( 1 ) 2,092,709 ( 4 ) ( 4 ) COMMON UNITS 2,092,709 $ 0 ( 4 ) 8,370,836 D ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other USD GROUP LLC 811 MAIN STREET, SUITE 2800 HOUSTON, TX77002 X X US DEVELOPMENT GROUP, LLC 811 MAIN STREET, SUITE 2800 HOUSTON, TX77002 X X USD HOLDINGS LLC 811 MAIN STREET, SUITE 2800 HOUSTON, TX77002 X X ENERGY CAPITAL PARTNERS III, LLC 51 JOHN F. KENNEDY PARKWAY, SUITE 200 SHORT HILLS, NJ07078 X X ENERGY CAPITAL PARTNERS III-A, LP 51 JOHN F. KENNEDY PARKWAY, SUITE 200 SHORT HILLS, NJ07078 X X ENERGY CAPITAL PARTNERS III-B (USD IP), LP 51 JOHN F. KENNEDY PARKWAY, SUITE 200 SHORT HILLS, NJ07078 X X ENERGY CAPITAL PARTNERS III-C (USD IP), LP 51 JOHN F. KENNEDY PARKWAY, SUITE 200 SHORT HILLS, NJ07078 X X Signatures /s/ Chris Robbins, Chief Financial Officer, USD Group LLC 02/24/2016 Signature of Reporting Person Date /s/ Chris Robbins, Chief Financial Officer, US Development Group, LLC 02/24/2016 Signature of Reporting Person Date USD Holdings LLC; By: /s/ Michael R: Curry, Manager 02/24/2016 Signature of Reporting Person Date Energy Capital Partners III, LLC; By /s/ Christopher M. Leininger, Deputy General Counsel 02/24/2016 Signature of Reporting Person Date Energy Capital Partners III-A, LP; By Energy Capital Partners GP III, LP, its General Partner; By: Energy Capital Partners III, LLC, its General Partner; By: /s/ Christopher M. Leininger, Deputy General Counsel 02/24/2016 Signature of Reporting Person Date Energy Capital Partners III-B (USD IP), LP; By Energy Capital Partners GP III, LP, its General Partner; By: Energy Capital Partners III, LLC, its General Partner; By: /s/ Christopher M. Leininger, Deputy General Counsel 02/24/2016 Signature of Reporting Person Date Energy Capital Partners III-C (USD IP), LP; By Energy Capital Partners GP III, LP, its General Partner; By: Energy Capital Partners III, LLC, its General Partner; By: /s/ Christopher M. Leininger, Deputy General Counsel 02/24/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Effective February 22, 2016, pursuant to the terms for the first subordinated unit tranche as set forth in the Issuer's second amended and restated agreement of limited partnership, 2,092,709 subordinated units representing limited partnership interests in the Issuer held by USD Group LLC ("USD Group") converted on a one-for-one basis into common units representing limited partnership interests in the Issuer. ( 2 )This Form 4 is filed jointly by USD Group LLC ("USD Group"), US Development Group, LLC ("USD"), USD Holdings, LLC ("USD Holdings"), Energy Capital Partners III,LLC ("ECP"), Energy Capital Partners III-A, LP ("ECP-A"), Energy Capital Partners III-B (USD IP), LP ("ECP-B"), and Energy Capital Parnters III-C (USD IP), LP ("ECP-C" and together with ECP-A and ECP-B, the "ECP Funds"). USD Group is the direct holder of the limited partner interest in the Issuer. USD is the parent company of USD Group which is the sole owner of the membership interests of USD Partners GP LLC, the Issuer's general partner (the "General Partner"). USD manages USD Group. ECP is the direct or indirect general partner of each of the ECP Funds and has voting and investment control over the securities owned by the ECP Funds. USD Holdings and ECP Funds are members of USD and, with ECP, may be deemed to indirectly beneficially own the limited partnership interests beneficially owned by USD. ( 3 )USD Group directly holds 3,186,254 common units and 8,370,836 subordinated units representing 22.5% of the common units and 100% of the subordinated units for a combined 51.1% of the limited partnership interests in the Issuer. USD Holdings is a 45.5% member of USD, and may therefore be deemed to indirectly beneficially own 1,449,746 common units and 3,808,730 subordinated units, representing 45.5% of the limited partnership interests held by USD Group. ECP and the ECP Funds collectively hold 49.2% of the membership interest in USD, and may therefore be deemed to indirectly beneficially own 1,567,637 common units and 4,118,451 subordinated units, representing 49.2% of the limited partnership interests held by USD Group. ( 4 )Subordinated units will convert into common units on a one-for-one basis in separate sequential tranches. Each tranche will be comprised of 20.0% of the subordinated units outstanding as of October 15, 2014. A separate tranche will convert on each business day occurring on or after October 1, 2015 (but no more than once in any twelve-month period) subject to certain conditions being met.

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).

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