SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ENGLISH JEFF

(Last)

(First)

(Middle)

C/O CYPRESS ENVIRONMENTAL PARTNERS, L.P.

5727 S. LEWIS AVE., SUITE 300

(Street)

TULSA

74105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/11/2021

3. Issuer Name and Ticker or Trading Symbol
Cypress Environmental Partners, L.P. [ CELP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President and COO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units (Limited Partner Interests)	1,061.785	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Units (Limited Partner Interests)	03/09/2022	⁽¹⁾	Common Units (Limited Partner interests)	2,397	⁽²⁾	D
Phantom Units (Limited Partner Interests)	⁽³⁾	⁽¹⁾	Common Units (Limited Partner interests)	8,000	⁽²⁾	D
Phantom Units (Limited Partner Interests)	⁽⁴⁾	⁽¹⁾	Common Units (Limited Partner interests)	10,000	⁽²⁾	D
Phantom Units (Limited Partner Interests)	⁽⁵⁾	⁽¹⁾	Common Units (Limited Partner interests)	28,100	⁽²⁾	D
Unit Appreciation Right	⁽⁶⁾	05/28/2031	Common Units (Limited Partner interests)	80,000	$2.14	D

Explanation of Responses:

1. The phantom units expire upon settlement. The phantom units are settled upon vesting in common units (on a one-for-one basis) or in cash, at the discretion of the Issuer.

2. Each phantom unit is the economic equivalent of one common unit.

3. Vests in two substantially equal installments on March 7, 2022 and 2023.

4. Vests in three substantially equal installments on April 1, 2022, 2023 and 2024.

5. Vests in three substantially equal installments on April 1, 2023, 2024 and 2025.

6. On May 28, 2021, the Reporting Person was granted 80,000 Unit Appreciation Rights ("UARs") pursuant to the Issuer's 2013 Long-Term Incentive Plan (the "Plan"). The UARs vest in equal installments on March 28, 2024, 2025 and 2026. Each UAR that vests represents the right to receive payment, in accordance with the Plan, in an amount equal to the excess, if any, of the fair market value of one Common Unit over the per Unit exercise price of the UAR upon exercise of the UAR. The Reporting Person is entitled to cash or common units (valued at the fair market value on the date of exercises), or a combination thereof, as determined by the administrator of the Plan.

Remarks:

	/s/ Jonathan M. Cinocca, Attorney-in-Fact to Jeff English	10/19/2021
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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