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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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USA Compression Partners, LP (Name of Issuer) |
Common Units Representing Limited Partner Interests (Title of Class of Securities) |
90290N109 (CUSIP Number) |
Krisy Lee, C.C.O. c/o EIG Veteran Equity Aggregator, L.P., 600 New Hampshire Ave NW, STE. 1200 Washington, DC, 20037 (202) 600-3304 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/10/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. | 90290N109 |
| 1 |
Name of reporting person
EIG Veteran Equity Aggregator, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,363,378.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Units Representing Limited Partner Interests | |
| (b) | Name of Issuer:
USA Compression Partners, LP | |
| (c) | Address of Issuer's Principal Executive Offices:
8117 Preston Road, Suite 510A, Dallas,
TEXAS
, 75225. | |
Item 1 Comment:
This Amendment No. 11 ("Amendment No. 11") amends and supplements the statement on Schedule 13D filed by EIG Veteran Equity Aggregator, L.P. (the "Reporting Person") on February 4, 2019, as previously amended by Amendment No. 1 filed by the Reporting Person on February 1, 2021, Amendment No. 2 filed by the Reporting Person on February 1, 2022, Amendment No. 3 filed by the Reporting Person on May 2, 2022, Amendment No. 4 filed by the Reporting Person on March 3, 2023, Amendment No. 5 filed by the Reporting Person on October 31, 2023, Amendment No. 6 filed by the Reporting Person on December 21, 2023, Amendment No. 7 filed by the Reporting Person on January 26, 2024, Amendment No. 8 filed by the Reporting Person on April 8, 2024, Amendment No. 9 filed by the Reporting Person on June 18, 2024 and Amendment No. 10 filed by the Reporting Person on June 26, 2024 (collectively, the "Original Statement" and, together with this Amendment No. 11, this "Statement"), relating to the common units (the "Common Units") representing limited partnership interests of USA Compression Partners, LP (the "Issuer").
Except as specifically provided herein, this Amendment No. 11 does not modify any of the information previously reported on the Original Statement. Capitalized terms used but not otherwise defined in this Amendment No. 11 shall have the meanings ascribed to them in the Original Statement.
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| Item 2. | Identity and Background | |
| (a) | No change. | |
| (b) | No change. | |
| (c) | No change. | |
| (d) | No change. | |
| (e) | No change. | |
| (f) | No change. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
No change. | ||
| Item 4. | Purpose of Transaction | |
No change. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Statement is hereby amended and restated as follows: As of the date of this Statement, the Reporting Person beneficially owns an aggregate of 3,363,378 Common Units, or 2.7% of the total number of Common Units outstanding (calculated based on 117,582,364 Common Units outstanding as of May 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 6, 2025, as increased to include (i) the 4,204,223 Common Units issued to the Reporting Person as reported in this Statement and (ii) the 3,363,378 Common Units issuable upon conversion of the Preferred Units held by the Reporting Person). Each Preferred Unit is convertible into a number of Common Units equal to $1,000 (plus accrued and unpaid distributions) divided by $20.0115. Common Units which are to be issued upon conversion of the Preferred Units are beneficially owned by the Reporting Person. | |
| (b) | No change. | |
| (c) | Item 5(c) of the Statement is hereby amended and restated as follows: On June 3, 2025, the Reporting Person elected to convert 84,132.81 Preferred Units into 4,204,223 Common Units (the "Conversion Units"). On June 10, 2025, the Reporting Person effected an open market sale of the Conversion Units at a price equal to $23.60 per Conversion Unit. | |
| (d) | No change. | |
| (e) | Item 5(e) is hereby amended and restated as follows: As of June 11, 2025, the Reporting Person ceased to have beneficial ownership of more than 5% of the Common Units. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
No change. | ||
| Item 7. | Material to be Filed as Exhibits. | |
No change. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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