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* OCI USA INC. (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) 11/04/2013
	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)	11/04/2013		A		2,625,000(2)	A	(2)	63,000,000(2)	D(1)

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* 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. This Form 4 is filed jointly by OCI N.V., a Dutch public limited liability company ("OCI NV"), and OCI USA Inc., a Delaware corporation and an indirect wholly owned subsidiary of OCI NV ("OCI USA"), in connection with transactions relating to the Issuer's initial public offering (Registration Statement on Form S-1, Registration No. 333-189350). OCI USA owns all of the membership interests in OCI GP LLC, a Delaware limited liability company ("OCI GP"). OCI GP is a wholly owned subsidiary of OCI USA and the general partner of the Issuer. OCI NV may be deemed to indirectly own the securities of the Issuer held by OCI USA, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.

2. Upon the expiration of the underwriters' option to purchase 2,625,000 common units of the Issuer, such common units were issued to OCI USA for no additional consideration as part of the contribution transactions pursuant to a Contribution, Conveyance and Assumption Agreement by and among the Issuer, OCI USA and the other parties thereto. After giving effect to such deferred issuance, OCI USA owns 63,000,000 common units of the Issuer, representing an approximate 78.3% limited partner interest in the Issuer.

	/s/ Kevin Struve, President of OCI USA Inc.	11/06/2013
	/s/ Nassef Sawiris, Chief Executive Officer of OCI N.V.	11/06/2013
	** Signature of Reporting Person	Date
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