SEC Form 4
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).
1. Name and Address of Reporting Person*
CHILDERS D BRADLEY

(Last) (First) (Middle)
16666 NORTHCHASE DRIVE

(Street)
HOUSTON TX 77060

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EXTERRAN PARTNERS, L.P. [ EXLP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 03/04/2014 M 10,843 (1) A $0 21,302 D
Common Units 03/04/2014 F 2,966 (2) D $30.5 18,336 D
Common Units 03/06/2014 S 1,626 (3) D $30.42 (4) 16,710 D
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 (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 with tandem DERs (Common Units) (1) 03/04/2014 M 672 (1) (1) Common Units 0 $0 0 D
Phantom Units with tandem DERs (1) 03/04/2014 M 10,171 (1) (1) Common Units 10,171 $0 20,342 D
Phantom Units with tandem DERs (5) 03/04/2014 A 27,049 (5) (5) Common Units 27,049 $0 27,049 D
Explanation of Responses:
1. This transaction represents the vesting of one-third of the phantom units with tandem Distribution Equivalent Rights (DERs) granted to the reporting person under the Exterran Partners, L.P. Long-Term Incentive Plan (EXLP LTIP). Each phantom unit vested in the form of a common unit. The vested DERs were paid in cash pursuant to the award agreement. Pursuant to applicable SEC reporting requirements, the settlement of the phantom units in exchange for common units of EXLP is reported on this Form 4 as a disposition of the phantom units being settled and a simultaneous acquisition of the underlying common units.
2. Issuer withheld the maximum allowable units to satisfy the tax withholding obligations associated with the vesting of phantom units.
3. These transactions were executed in accordance with a Rule 10b5-1 trading plan adopted by the reporting person on June 13, 2013.
4. The price reported is a weighted average price. The units were sold in multiple transactions at prices ranging from $30.27 to $30.50, inclusive.
5. This award represents a grant of phantom units with tandem Distribution Equivalent Rights (DERs) under the Exterran Partners, L.P. Long-Term Incentive Plan (EXLP LTIP) which vests over a three-year period at the rate of one-third per year. The award is payable in cash or common units at the discretion of the Company and DERs are payable in cash as they are paid to common unitholders. Each phantom unit is the economic equivalent of an EXLP common unit. Vesting is subject to acceleration due to a qualifying change of control and termination without Cause by the Company or for Good Reason by the reporting person. Any unvested portion of this award will be forfeited upon termination of service or employment, unless the termination is due to death or disability.
Remarks:
Susan Miller, Attorney-in-fact 03/06/2014
** 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).
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