X0206 3 2014-10-08 0 0001610682 USD Partners LP USDP 0001621019 USD GROUP LLC 811 MAIN STREET SUITE 2800 HOUSTON TX 77002 1 0 1 0 0001621292 ENERGY CAPITAL PARTNERS III, LLC 51 JOHN F. KENNEDY PARKWAY, SUITE 200 SHORT HILLS NJ 07078 1 0 1 0 0001594547 ENERGY CAPITAL PARTNERS III-A, LP 51 JOHN F. KENNEDY PARKWAY, SUITE 200 SHORT HILLS NJ 07078 1 0 1 0 0001621385 ENERGY CAPITAL PARTNERS III-B (USD IP), LP 51 JOHN F. KENNEDY PARKWAY, SUITE 200 SHORT HILLS NJ 07078 1 0 1 0 0001621413 ENERGY CAPITAL PARTNERS III-C (USD IP), LP 51 JOHN F. KENNEDY PARKWAY, SUITE 200 SHORT HILLS NJ 07078 1 0 1 0 0001621021 US DEVELOPMENT GROUP, LLC 811 MAIN STREET, SUITE 2800 HOUSTON TX 77002 1 0 1 0 0001621293 USD HOLDINGS LLC 811 MAIN STREET, SUITE 2800 HOUSTON TX 77002 1 0 1 0 COMMON UNITS (LIMITED PARTNER INTERESTS) 0 D SUBORDINATED UNITS (LIMITED PARTNER INTERESTS) 0.00 COMMON UNITS 0 D This Form 3 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 effectiveness of the Issuer's 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 and 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 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. (Continued from footnote 1) 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. As of the effectiveness of the Registration Statement, USD Group holds a 96.8% limited partnership interest in the Issuer. Certain executive officers and other key employees of our general partner and its affiliates who provide services to us hold a 1.2% limited partnership interest in the Issuer. The General Partner holds a 2% general partnership interest in the Issuer. As described in the Registration Statement, in connection with the closing of the initial public offering of the Issuer, USD Group will directly hold 1,363,545 common units and 10,463,545 subordinated units, representing a 54.4% limited partner interest in Issuer (assuming no exercise of underwriters option). If the underwriters' option is exercised in full, USD Group will directly hold 36,045 common units and 10,463,545 subordinated units, representing a 49.2% limited partner interest in Issuer. USD Holdings is a 45.5% member of USD, and may therefore be deemed to indirectly beneficially own 45.5% of the limited partnership interests held by USD Group. ECP and the ECP Funds collectively hold 49.2% of the membership interest in USD, and may therefore be deemed to indirectly beneficially own 49.2% of the limited partnership interests held by USD Group. Each subordinated unit will convert into one common unit at the end of the subordination period described in the Registration Statement. /s/ Chris Robbins, Chief Financial Officer, USD Group LLC 2014-10-08 /s/ Chris Robbins, Chief Financial Officer, US Development Group, LLC 2014-10-08 USD Holdings LLC; By: /s/ Michael R. Curry, Manager 2014-10-08 /s/ Christopher M. Leininger, Deputy General Counsel Energy Capital Partners III, LLC 2014-10-08 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 2014-10-08 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 2014-10-08 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 2014-10-08