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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* OCIP HOLDING LLC (Last) (First) (Middle) C/O OCI USA INC. 660 MADISON AVENUE, 19TH FLOOR (Street) NEW YORK NY 10065 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol OCI Partners LP [ OCIP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/10/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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 (Limited Partner Interests)	11/10/2014		A		2,995,372(1)	A	$20.0309(1)	65,995,372	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

1. Name and Address of Reporting Person* OCIP HOLDING LLC (Last) (First) (Middle) C/O OCI USA INC. 660 MADISON AVENUE, 19TH FLOOR (Street) NEW YORK NY 10065 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OCI USA INC. (Last) (First) (Middle) C/O OCI USA INC. 660 MADISON AVENUE, 19TH FLOOR (Street) NEW YORK NY 10065 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OCI N.V. (Last) (First) (Middle) MIJNWEG 1 6167 AC GELEEN (Street) P7 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Pursuant to a Contribution Agreement by and among the Issuer, OCI USA Inc. ("OCI USA") and OCIP Holding, LLC ( "OCIP Holding"), 2,995,372 Common Units of the Issuer were issued to OCIP Holding in exchange for a capital contribution of $60.0 million by OCIP Holding to the Issuer. The price per unit of each contributed unit was $20.0309, the volume-weighted average trading price of the Issuer's Common Units on the New York Stock Exchange, calculated over the consecutive 20-trading day period ending on the close of trading on the trading day immediately prior to the transaction date.

Remarks:

OCI N.V. is a Dutch public limited liability company ("OCI NV"). OCI USA is an indirect wholly owned subsidiary of OCI NV. OCI USA owns all of the membership interests in OCI GP LLC, a Delaware limited liability company and the general partner of the Issuer. OCIP Holding, the direct owner of the securities reported herein, is a wholly owned subsidiary of OCI USA. OCI NV and OCI USA may be deemed to indirectly own the securities of the Issuer held by OCIP Holding, but disclaim beneficial ownership except to the extent of their respective pecuniary interest therein.

	OCIP Holding LLC: By: /s/ Kevin Struve, Manager	11/13/2014
	OCI USA Inc.: By: /s/ Kevin Struve, President	11/13/2014
	OCI N.V.: By: /s/ Nassef Sawiris, Chief Executive Officer	11/13/2014
	** Signature of Reporting Person	Date
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