0000899243-17-015027.txt : 20170601 0000899243-17-015027.hdr.sgml : 20170601 20170601195411 ACCESSION NUMBER: 0000899243-17-015027 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170427 FILED AS OF DATE: 20170601 DATE AS OF CHANGE: 20170601 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: USD Partners LP CENTRAL INDEX KEY: 0001610682 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD SWITCHING & TERMINAL ESTABLISHMENTS [4013] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 811 MAIN STREET STREET 2: SUITE 2800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-249-0426 MAIL ADDRESS: STREET 1: 811 MAIN STREET STREET 2: SUITE 2800 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ECP ControlCo, LLC CENTRAL INDEX KEY: 0001707921 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36674 FILM NUMBER: 17886151 BUSINESS ADDRESS: STREET 1: 51 JOHN F. KENNEDY PARKWAY STREET 2: SUITE 200 CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: (973) 671-6100 MAIL ADDRESS: STREET 1: 51 JOHN F. KENNEDY PARKWAY STREET 2: SUITE 200 CITY: SHORT HILLS STATE: NJ ZIP: 07078 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-04-27 0 0001610682 USD Partners LP USDP 0001707921 ECP ControlCo, LLC 51 JOHN F. KENNEDY PARKWAY SUITE 200 SHORT HILLS NJ 07078 1 0 1 0 Common Units 5278963 I See footnotes Subordinated Units (Limited Partner Interests) Common Units 6278127 I See footnotes US Development Group, LLC ("USD") is the parent company of USD Group LLC ("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. ECP Control Co, LLC ("ECP Control Co") is the managing member of Energy Capital Partners III, LLC ("ECP"), which is the direct or indirect general partner of each of 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"). 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, LLC ("USD Holdings") and the ECP Funds are members of USD and, with ECP and ECP ControlCo, may be deemed to indirectly beneficially own the limited partnership interests beneficially owned by USD. USD Group directly holds 5,278,963 common units and 6,278,127 subordinated units representing 32.2% of the common units and 100% of the subordinated units for a combined 50.8% of the limited partnership interests in the Issuer. USD Holdings is a 45.5% member of USD, and may therefore be deemed to indirectly beneficially own 2,401,928 common units and 2,856,548 subordinated units, representing 45.5% of the limited partnership interests held by USD Group. ECP ControlCo, ECP and the ECP Funds collectively hold 49.2% of the membership interest in USD, and may therefore be deemed to indirectly beneficially own 2,597,250 common units and 3,088,838 subordinated units, representing 49.2% of the limited partnership interests held by USD Group. The 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 as of October 15, 2014. 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. ECP ControlCo, LLC, By: /s/ Peter Labbat, Manging Member 2017-06-01