X0306 4 2017-02-13 0 0001522727 USA Compression Partners, LP USAC 0001265643 LONG ERIC D C/O USA COMPRESSION PARTNERS, LP 100 CONGRESS AVENUE, SUITE 450 AUSTIN TX 78701 1 1 0 0 See Remarks Phantom Units 2017-02-13 4 A 0 81598 0 A Common Units 81598 81598 D Phantom Units 2017-02-13 4 A 0 20400 0 A 2020-02-15 Common Units 20400 20400 D Each phantom unit is the economic equivalent of one common unit of the Issuer. The phantom units shall vest in three equal annual installments, with the first installment vesting on 02/15/2018. The phantom units shall also vest immediately prior to a change in control regarding the Issuer. In the event of cessation of the Reporting Person's services for any reason, all phantom units that have not vested prior to or in connection with such cessation of service shall automatically be forfeited. The number of phantom units that vest on February 15, 2020 will range between 0% and 200% of the reported number of phantom units generally depending on the Issuer's achievement of certain objective, performance-based criteria during the three years prior to the vesting date. If none or only a portion of phantom units vest as a result of specified performance levels not being met, such number of phantom units that fail to vest will be forfeited. The phantom units shall also vest immediately prior to a change in control regarding the Issuer. The Reporting Person is the Chief Executive Officer, President and Director of USA Compression GP, LLC, the general partner of the Issuer (the ''General Partner''). The Issuer is managed by the directors and executive officers of the General Partner. The Reporting Person also is a Manager of USA Compression Holdings, LLC, the sole member of the General Partner (''USAC Holdings''). The Reporting Person is not deemed to beneficially own, and disclaims beneficial ownership of, any common units of the Issuer held by the General Partner or USAC Holdings, except to the extent of any pecuniary interest he may be deemed to have therein. /s/ Eric D. Long 2017-02-15