Officer Porter Christopher W converted options into 41,556 units of Common Units and returned $385,820 worth of Common Units to the company (16,623 units at $23.21), increasing direct ownership by 38% to 91,088 units (SEC Form 4)
$USAC
Natural Gas Distribution
Utilities
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
USA Compression Partners, LP [ USAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/20/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 12/20/2024 | M | 12,679 | A | (1)(2) | 78,834 | D | |||
| Common Units | 12/20/2024 | D | 5,072 | D | $23.21 | 73,762 | D | |||
| Common Units | 12/20/2024 | M | 28,877 | A | (1)(2) | 102,639 | D | |||
| Common Units | 12/20/2024 | D | 11,551 | D | $23.21 | 91,088 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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(3) | (1)(2) | 12/20/2024 | M | 12,679 | (4) | (4) | Common Units | 12,679 | (1)(2) | 0 | D | ||||
| Phantom Units(5) | (1)(2) | 12/20/2024 | M | 28,877 | (6) | (7) | Common Units | 28,877 | (1)(2) | 19,251 | D | ||||
| Explanation of Responses: |
| 1. Each phantom unit is the economic equivalent of one common unit of USA Compression Partners, LP (the "Issuer"). |
| 2. The Reporting Person settled approximately 40% of his newly vested phantom units for cash and the rest for common units. |
| 3. These phantom units were awarded on December 5, 2019. |
| 4. These phantom units vested in full on December 5, 2024. |
| 5. These phantom units were awarded on December 5, 2021. |
| 6. The phantom units vest incrementally, with 60% of the phantom units vesting on December 5, 2024 and 40% of the phantom units vesting on December 5, 2026. |
| 7. 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. |
| Remarks: |
| The Reporting Person is the Vice President, General Counsel and Secretary 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. |
| /s/ Christopher W. Porter | 12/20/2024 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||