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* USD GROUP LLC (Last) (First) (Middle) 811 MAIN STREET, SUITE 2800 (Street) HOUSTON TX 77002 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol USD Partners LP [ USDP ]	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) 10/15/2014
	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)	10/15/2014		A(1)(2)(3)(4)		1,093,545(3)(4)	A	$0.00	1,093,545	D(1)(2)(3)(4)

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
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)	(5)	10/15/2014		A(1)(2)(3)(4)		10,463,545(3)(4)		(5)	(5)	COMMON UNITS	10,463,545	$0.00(5)	10,463,545	D(1)(2)(3)(4)

1. Name and Address of Reporting Person* USD GROUP LLC (Last) (First) (Middle) 811 MAIN STREET, SUITE 2800 (Street) HOUSTON TX 77002 (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* ENERGY CAPITAL PARTNERS III, LLC (Last) (First) (Middle) 51 JOHN F. KENNEDY PARKWAY, SUITE 200 (Street) SHORT HILLS NJ 07078 (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* ENERGY CAPITAL PARTNERS III-A, LP (Last) (First) (Middle) 51 JOHN F. KENNEDY PARKWAY, SUITE 200 (Street) SHORT HILLS NJ 07078 (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* ENERGY CAPITAL PARTNERS III-B (USD IP), LP (Last) (First) (Middle) 51 JOHN F. KENNEDY PARKWAY, SUITE 200 (Street) SHORT HILLS NJ 07078 (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* ENERGY CAPITAL PARTNERS III-C (USD IP), LP (Last) (First) (Middle) 51 JOHN F. KENNEDY PARKWAY, SUITE 200 (Street) SHORT HILLS NJ 07078 (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* US DEVELOPMENT GROUP, LLC (Last) (First) (Middle) 811 MAIN STREET, SUITE 2800 (Street) HOUSTON TX 77002 (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* USD HOLDINGS LLC (Last) (First) (Middle) 811 MAIN STREET, SUITE 2800 (Street) HOUSTON TX 77002 (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 USD Group LLC ("USD Group"), US Development Group, LLC ("USD"), USD Holdings LLC ("US Holdings"), Energy Capital Partners III, LLC ("ECP"), Energy Capital Partners III-A, LP ("ECP-A"), Energy Capital Partners III-B (USD IP), LP ("ECP-B"), and Energy Capital Partners III-C (USD IP), LP ("ECP-C" and together with ECP-A and ECP-B, the "ECP Funds"), in connection with the closing of the Issuer's initial public offering (the "Offering") of common units representing limited partner interests pursuant to a Registration Statement on Form S-1 (Registration No. 333-198500) (the "Registration Statement"). USD Group is the direct holder of the limited partnership interests in the Issuer. USD is the parent company of USD Group which is the sole owner of the membership interests of USD Partners GP LLC, the Issuer's general partner (the "General Partner"). USD manages USD Group.

2. (Continued from footnote 1) ECP is the direct or indirect general partner of each of the ECP Funds and has voting and investment control over the securities owned by the ECP Funds. USD Holdings and ECP Funds are members of USD and, with ECP, may be deemed to indirectly beneficially own the limited partnership interests beneficially owned by USD.

3. As described in the Registration Statement, in connection with the closing of the Offering, USD Group directly holds 1,093,545 common units and 10,463,545 subordinated units (assuming no exercise of underwriters option), representing 10.7% of the common units and 100% of the subordinated units for a combined 54.1% limited partnership interest in the issuer. If the underwriters' option is exercised in full, USD Group will directly hold zero common units and 10,463,545 subordinated units, representing a 49.0% limited partner interest in Issuer. USD Holdings is a 45.5% member of USD, and may therefore be deemed to indirectly beneficially own 497,503 common units and 4,760,338 subordinated units, representing 45.5% of the limited partnership interests held by USD Group.

4. (Continued from footnote 3) ECP and the ECP Funds collectively hold 49.2% of the membership interest in USD, and may therefore be deemed to indirectly beneficially own 538,361 common units and 5,151,284 subordinated units, representing 49.2% of the limited partnership interests held by USD Group.

5. Subordinated units will convert into common units on a one-for-one basis in separate sequential tranches. Each tranche will be comprised of 20.0% of the subordinated units outstanding immediately following this offering. A separate tranche will convert on each business day occurring on or after October 1, 2015 (but no more than once in any twelve-month period) subject to certain conditions being met.

Remarks:

	/s/ Chris Robbins, Chief Financial Officer, USD Group LLC	10/17/2014
	/s/ Chris Robbins, Chief Financial Officer, US Development Group, LLC	10/17/2014
	USD Holdings LLC; By: /s/ Michael R: Curry, Manager	10/17/2014
	/s/ Christopher M. Leininger, Deputy General Counsel Energy Capital Partners III, LLC	10/17/2014
	Energy Capital Partners III-A, LP; By Energy Capital Partners GP III, LP, its General Partner; By: Energy Capital Partners III, LLC, its General Partner; By: /s/ Christopher M. Leininger, Deputy General Counsel	10/17/2014
	Energy Capital Partners III-B (USD IP), LP; By Energy Capital Partners GP III, LP, its General Partner; By: Energy Capital Partners III, LLC, its General Partner; By: /s/ Christopher M. Leininger, Deputy General Counsel	10/17/2014
	Energy Capital Partners III-C (USD IP), LP; By Energy Capital Partners GP III, LP, its General Partner; By: Energy Capital Partners III, LLC, its General Partner; By: /s/ Christopher M. Leininger, Deputy General Counsel	10/17/2014
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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