SEC Info - Rice Robert Edward - ‘3’ for 12/12/11 re: Archrock Partners, L.P.

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^*

Rice Robert Edward

(Last)

(First)

(Middle)

16666 NORTHCHASE DRIVE

(Street)

HOUSTON

77060

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/12/11

3. Issuer Name and Ticker or Trading Symbol
EXTERRAN PARTNERS, L.P. [ EXLP ]

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

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

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	1,942	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 with tandem DERs	⁽¹⁾	⁽¹⁾	Common Units	500	0	D
Phantom Units with tandem DERs	⁽¹⁾	⁽¹⁾	Common Units	1,690	0	D

Explanation of Responses:

(1) This award represents a grant of phantom units with tandem Distribution Equivalent Rights (DERs) under the Exterran Partners, L.P. Long-Term Incentive Plan (EXLP LTIP) which vests over a three-year period, on March 4 of each year, at the rate of one-third per year. The award is payable in cash or common units at the discretion of the Company and vested DERs are payable in cash. Each phantom unit is the economic equivalent of an EXLP common unit. Vesting is subject to acceleration due to a qualifying change of control. Any unvested portion of this award will be forfeited upon termination of service or employment, unless the termination is due to death or disability.

Remarks:

	Susan G. Miller, Attorney-in-fact	12/20/11
	** 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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Rice Robert Edward – ‘3’ for 12/12/11 re: Archrock Partners, L.P.

On: Tuesday, 12/20/11, at 7:34pm ET · For: 12/12/11 · As: Officer · Accession #: 1140361-11-58359 · File #: 1-33078

Previous ‘3’: ‘3’ on 12/20/11 for 12/12/11 · Next & Latest: ‘3/A’ on 2/24/12 for 12/12/11

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

‘3’ — Initial Statement of Beneficial Ownership of Securities by an Insider — doc1.xml/2.4