SEC FORM 4

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^*

SCHLANGER DANIEL K

(Last)

(First)

(Middle)

16666 NORTHCHASE DRIVE

(Street)

HOUSTON

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)
	Sr Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	03/04/2011		M		3,436⁽¹⁾	A	$0	16,235	D
Common Units	03/04/2011		F		910⁽²⁾	D	$28.5	15,325	D
Common Stock	03/08/2011		S		3,000	D	$28.04	12,325	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Units with tandem DERs	⁽¹⁾	03/04/2011		M			1,240	⁽¹⁾	⁽¹⁾	Common Units	1,240	$0	0	D
Phantom Units with tandem DERs	⁽¹⁾	03/04/2011		M			1,431	⁽¹⁾	⁽¹⁾	Common Units	1,431	$0	1,430	D
Phantom Units with tandem DERs	⁽¹⁾	03/04/2011		M			765	⁽¹⁾	⁽¹⁾	Common Units	765	$0	1,530	D
Phantom Units with tandem DERs	⁽³⁾	03/04/2011		A		2,018		⁽³⁾	⁽³⁾	Common Units	2,018	$0	2,018	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. 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 beginning on the first anniversary of the date of grant and on each successive anniversary of the initial date of grant. The award is payable in cash or common units at the discretion of the Company and vested DERs are payable in cash. Each phantom unit is the economic equivalent of an EXLP common unit. Vesting is subject to acceleration due to a qualifying change of control. 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	03/08/2011
	** 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).
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