Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

This Amendment No. 11 (this Amendment) amends and supplements the Schedule 13D filed on February 20, 2014, as amended and supplemented by Amendment No. 1 filed on May 21, 2014, by Amendment No. 2 filed on May 28, 2014, by Amendment No. 3 filed on December 31, 2014, by Amendment No. 4 filed on February 18, 2015, by Amendment No. 5 filed on May 18, 2015, by Amendment No. 6 filed on August 18, 2015, by Amendment No. 7 filed on November 18, 2015, by Amendment No. 8 filed on February 16, 2016, by Amendment No. 9 filed on May 17, 2016 and by Amendment No. 10 filed on August 17, 2016 (as so amended, the Original Schedule 13D and, as further amended and supplemented by this Amendment, the Schedule 13D), by the Reporting Persons with respect to the Common Units of the Issuer.  Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration

This Amendment amends and restates the second paragraph of Item 3 of the Original Schedule 13D as set forth below:

USA Compression Holdings participates in the Issuers Distribution Reinvestment Program (Issuer DRIP), pursuant to which it uses the quarterly cash distributions that it receives on its Common Units to purchase additional Common Units.  Accordingly, USA Compression Holdings purchased (i) 285,059 Common Units in respect of the pro-rated distribution for the quarter ended March 31, 2013; (ii) 316,439 Common Units in respect of the distribution for the quarter ended June 30, 2013; (iii) 348,841 Common Units in respect of the distribution for the quarter ended September 30, 2013; (iv) 339,049 Common Units in respect of the distribution for the quarter ended December 31, 2013; (v) 357,147 Common Units in respect of the distribution for the quarter ended March 31, 2014; (vi) 371,591 Common Units in respect of the distribution for the quarter ended June 30, 2014; (vii) 420,090 Common Units in respect of the distribution for the quarter ended September 30, 2014; (viii) 521,395 Common Units in respect of the distribution for the quarter ended December 31, 2014; (ix) 456,079 Common Units in respect of the distribution for the quarter ended March 31, 2015; (x) 583,677 Common Units in respect of the distribution for the quarter ended June 30, 2015; (xi) 686,183 Common Units in respect of the distribution for the quarter ended September 30, 2015; (xii) 1,334,958 Common Units in respect of the distribution for the quarter ended December 31, 2015; (xiii) 677,258 Common Units in respect of the distribution for the quarter ended March 31, 2016; (xiv) 389,671 Common Units in respect of the distribution for the quarter ended June 30, 2016; (xv) 211,276 Common Units in respect of the distribution for the quarter ended September 30, 2016; and (xvi) 205,768 Common Units in respect of the distribution for the quarter ended December 31, 2016.

On February 16, 2016, the 14,048,588 issued and outstanding Subordinated Units, all of which were held directly by USA Compression Holdings, were converted into Common Units on a one-for-one basis for no additional consideration upon the expiration of the subordination period as defined and described in the First Amended and Restated Agreement of Limited Partnership of the Issuer, which is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 5.

Interest in Securities of the Issuer

This Amendment amends and restates Item 5 of the Original Schedule 13D in its entirety as set forth below:

(a)-(b) The percent of class provided for each Reporting Person below is based on 60,689,110 Common Units outstanding as of February 9, 2017.

1.              USA Compression Holdings, LLC

A.            Amount beneficially owned:  24,135,031

B.            Percent of class:  39.6%

C.            Number of units as to which the person has:

i.                                                      Sole power to vote or to direct the vote:  0

ii.                                                   Shared power to vote or to direct the vote:  24,135,031

iii.                                                Sole power to dispose or to direct the disposition of:  0

iv.                                               Shared power to dispose or to direct the disposition of:  24,135,031

2.              R/C IV USACP Holdings, L.P.

A.            Amount beneficially owned:  24,135,031

B.            Percent of class:  39.6%

C.            Number of units as to which the person has:

i.                                                      Sole power to vote or to direct the vote:  0

ii.                                                   Shared power to vote or to direct the vote:  24,135,031

iii.                                                Sole power to dispose or to direct the disposition of:  0

iv.                                               Shared power to dispose or to direct the disposition of:  24,135,031

3.              Riverstone/Carlyle Energy Partners IV, L.P.

A.            Amount beneficially owned:  24,135,031

B.            Percent of class:  39.6%

C.            Number of units as to which the person has:

i.                                                      Sole power to vote or to direct the vote:  0

ii.                                                   Shared power to vote or to direct the vote: 24,135,031

iii.                                                Sole power to dispose or to direct the disposition of:  0

iv.                                               Shared power to dispose or to direct the disposition of:  24,135,031

4.              R/C Energy GP IV, LLC

A.            Amount beneficially owned:  24,135,031

B.            Percent of class:  39.6%

C.            Number of units as to which the person has:

i.                                                      Sole power to vote or to direct the vote:  0

ii.                                                   Shared power to vote or to direct the vote:  24,135,031

iii.                                                Sole power to dispose or to direct the disposition of:  0

iv.                                               Shared power to dispose or to direct the disposition of:  24,135,031

R/C IV Holdings is the record holder of approximately 97.6% of the limited liability company interests of USA Compression Holdings and is entitled to elect a majority of the members of the board of managers of USA Compression Holdings.  Management and control of R/C IV Holdings is vested in its general partner, R/C IV Partners, which is in turn managed and controlled by its general partner, R/C Energy GP IV. R/C Energy GP IV is managed by an eight person management committee.  The Reporting Persons other than USA Compression Holdings may therefore be deemed to beneficially own securities of USA Compression Partners, LP owned directly or indirectly by USA Compression Holdings.

Each of (i) Eric D. Long, William G. Manias, David A. Smith and Matthew C. Liuzzi, each of whom are executive officers of Issuer GP, (ii) Aladdin Partners, L.P., a limited partnership affiliated with Mr. Long, and (iii) R/C IV Holdings own equity interests in USA Compression Holdings.

USA Compression Holdings is managed by a three person board of managers consisting of Mr. Long, Jim H. Derryberry and Olivia C. Wassenaar. The board of managers exercises investment discretion and control over the units held by USA Compression Holdings.  Mr. Long, Mr. Derryberry and Ms. Wassenaar, each of whom is also a member of the board of directors of Issuer GP, disclaim beneficial ownership of the Common Units owned by USA Compression Holdings.

(c)  On November 14, 2016, USA Compression Holdings purchased 211,276 Common Units under the Issuer DRIP. On February 14, 2017, USA Compression Holdings purchased 205,786 Common Units under the Issuer DRIP.

(d)  Not applicable.

(e)  Not applicable.

Item 7.

Material to be Filed as Exhibits

Exhibit Number

Description

99.1

Joint Filing Agreement (filed as Exhibit 99.1 to the Reporting Persons Schedule 13D filed with the Commission on February 20, 2014).

99.2

First Amended and Restated Agreement of Limited Partnership of USA Compression, LP, dated January 18, 2013 (incorporated by reference to the Issuers Current Report on Form 8-K (File No. 001-35779) filed with the Commission on January 18, 2013).

Dated: February 22, 2017

USA COMPRESSION HOLDINGS, LLC

By:

/s/ Chris Porter

Name:

Chris W. Porter

Title:

Vice President and General Counsel

R/C IV USACP HOLDINGS, L.P.

By Riverstone/Carlyle Energy Partners IV, L.P., its general partner

By R/C Energy GP IV, LLC, its general partner

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Authorized Person

RIVERSTONE/CARLYLE ENERGY PARTNERS IV, L.P.

By R/C Energy GP IV, LLC, its general partner

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Authorized Person

R/C ENERGY GP IV, LLC

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Authorized Person