Sec Form 4 Filing - USD GROUP LLC @ USD Partners LP - 2019-02-20

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 02/20/2019 (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) 02/20/2019 C( 1 ) 2,092,709 A $ 0 9,464,381 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 SUBORDINATED UNITS (LIMITED PARTNER INTERESTS) ( 4 ) 02/20/2019 C 2,092,709 ( 4 ) ( 4 ) COMMON UNITS 2,092,709 $ 0 2,092,709 I See Footnotes ( 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 ECP ControlCo, LLC 51 JOHN F. KENNEDY PARKWAY, SUITE 200 SHORT HILLS, NJ07078 X X ENERGY CAPITAL PARTNERS III, LLC 51 JOHN F. KENNEDY PARKWAY, SUITE 200 SHORT HILLS, NJ07078 X X Energy Capital Partners GP III, LP 51 JOHN F. KENNEDY PARKWAY, SUITE 200 SHORT HILLS, NJ07078 X X ENERGY CAPITAL PARTNERS III, LP 51 JOHN F. KENNEDY PARKWAY, SUITE 200 SHORT HILLS, NJ07078 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/Adam Altsuler, Chief Financial Officer, USD Group LLC 02/22/2019 Signature of Reporting Person Date /s/ Adam Altsuler, Chief Financial Officer, US Development Group, LLC 02/22/2019 Signature of Reporting Person Date USD Holdings LLC; By: /s/ Michael R: Curry, Manager 02/22/2019 Signature of Reporting Person Date ECP ControlCo, LLC By: /s/ Enoch Varner, Vice President & Counsel 02/22/2019 Signature of Reporting Person Date Energy Capital Partners III, LLC By: ECP ControlCo, LLC, its managing member By: /s/ Enoch Varner, Vice President & Counsel 02/22/2019 Signature of Reporting Person Date Energy Capital Partners GP III, LP By: Energy Capital Partners III, LLC, its general partner By: ECP ControlCo, LLC, its managing member By: /s/ Enoch Varner, Vice President & Counsel 02/22/2019 Signature of Reporting Person Date Energy Capital Partners III, LP By: Energy Capital Partners GP III, LP, its general partner By: Energy Capital Partners III, LLC, its general partner By: ECP ControlCo, LLC, its managing member By: /s/ Enoch Varner, Vice President & Counsel 02/22/2019 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: ECP ControlCo, LLC, its managing member By: /s/ Enoch Varner, Vice President & Counsel 02/22/2019 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: ECP ControlCo, LLC, its managing member By: /s/ Enoch Varner, Vice President & Counsel 02/22/2019 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: ECP ControlCo, LLC, its managing member By: /s/ Enoch Varner, Vice President & Counsel 02/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Effective February 20, 2019, pursuant to the terms for the fourth 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 )US Development Group, LLC (USD) is the parent company of USD Group LLC (USDG) which is the sole owner of the membership interests of USD Partners GP LLC, the Issuer's general partner. USD manages USDG. ECP ControlCo, LLC (ECP ControlCo) is the managing member of Energy Capital Partners III, LLC (ECP), which is the general partner of Energy Capital Partners GP III, LP (ECP GP), which is the general partner of each of Energy Capital Partners III, LP (ECP III), Energy Capital Partners III-A, LP (ECP-A), Energy Capital Partners III-B (USD IP), LP (ECP-B), and Energy Capital Partners III-C (USD IP), LP (ECP-C) and together with ECP III,ECP-A and ECP-B, the "ECP Funds". As a result, ECP ControlCo, ECP and ECP GP have voting and investment control over the securities owned by the ECP Funds. USD Holdings, LLC (USD Holdings) and the ECP Funds are members of USD and, with ECP and ECP ControlCo, may be deemed to indirectly beneficially own the limited partner interests beneficially owned by USD. ( 3 )Following the transactions reported herein, USD Group directly holds 9,464,381 common units and 2,092,709 subordinated units representing 38.9% of the common units and 100% of the subordinated units for a combined 43.7% 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 4,306,293 common units and 952,183 subordinated units, representing 45.5% of the limited partnership interests held by USD Group. ECP ControlCo, ECP, ECP GP and the ECP Funds collectively hold 49.2% of the membership interest in USD, and may therefore be deemed to indirectly beneficially own 4,656,475 common units and 1,029,613 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.