SEC Info - Ees GP, L.P., et al. - ‘3’ for 8/20/07 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^*

EXTERRAN HOLDINGS INC.

(Last)

(First)

(Middle)

16666 NORTHCHASE DRIVE

(Street)

HOUSTON

77060

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
8/20/07

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	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 representing limited partner interests	2,014,395	I	See footnote ⁽¹⁾

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)
Subordinated Units representing limited partner interests ⁽²⁾	⁽²⁾	⁽²⁾	Common Units	6,325,000 ⁽²⁾	⁽²⁾	I	See footnote ⁽²⁾

1. Name and Address of Reporting Person^*

EXTERRAN HOLDINGS INC.

(Last)

(First)

(Middle)

16666 NORTHCHASE DRIVE

(Street)

HOUSTON

77060

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Exterran HL LLC

(Last)

(First)

(Middle)

103 FOULK ROAD

SUITE 200

(Street)

WILMINGTON

19803

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Exterran Holdings HL LLC

(Last)

(First)

(Middle)

103 FOULK ROAD

SUITE 200

(Street)

WILMINGTON

19803

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EXH MLP LP LLC

(Last)

(First)

(Middle)

103 FOULK ROAD

(Street)

WILMINGTON

19803

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Exterran General Holdings LLC

(Last)

(First)

(Middle)

16666 NORTHCHASE DRIVE

(Street)

HOUSTON

77060

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EXTERRAN ENERGY SOLUTIONS, L.P.

(Last)

(First)

(Middle)

16666 NORTHCHASE DRIVE

(Street)

HOUSTON

77060

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EES GP, L.P.

(Last)

(First)

(Middle)

16666 NORTHCHASE DRIVE

(Street)

HOUSTON

77060

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Exterran Energy Corp.

(Last)

(First)

(Middle)

16666 NORTHCHASE DRIVE

(Street)

HOUSTON

77060

(City)

(State)

(Zip)

Explanation of Responses:

(1) The reported common units and subordinated units are owned directly by EXH MLP LP LLC (MLP LP) and may be deemed to be beneficially owned by (i) Exterran Energy Solutions, L.P. (EES), the sole member of MLP LP; (ii) Exterran HL LLC (Exterran HL) and EES GP, L.P. (EES GP), the sole limited partner and general partner, respectively, of EES; (iii) Exterran General Holdings LLC (General Holdings), the sole limited partner of EES GP; (iv) Exterran Holdings HL LLC (HL Holdings), the sole member of Exterran HL; (v) Exterran Energy Corp. (?Exterran Energy, the sole member of HL Holdings and the general partner of EES GP; and (vi) Exterran Holdings, Inc. (Exterran Holdings), the sole stockholder of Exterran Energy.

(2) The reported subordinated units are owned directly by MLP LP and may be deemed to be beneficially owned by (i) EES, the sole member of MLP LP; (ii) Exterran HL and EES GP, the sole limited partner and general partner, respectively, of EES; (iii) General Holdings, the sole limited partner of EES GP; (iv) HL Holdings, the sole member of Exterran HL; (v) Exterran Energy, the sole member of HL Holdings and the general partner of EES GP, L.P.; and (vi) Exterran Holdings, the sole stockholder of Exterran Energy. The subordinated units represent limited partner interests in Exterran Partners, L.P., which may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances set forth in the First Amended and Restated Limited Partnership Agreement of Exterran Partners, L.P., as amended.

Remarks:

	Donald C. Wayne, Senior Vice President, General Counsel and Secretary of Exterran Energy Corp., the general partner of EES GP, L.P.	2/16/09
	Donald C. Wayne, Senior Vice President, General Counsel and Secretary of Exterran Holdings, Inc., Exterran Energy Solutions, L.P. and Exterran General Holdings LLC	2/16/09
	Pamela Jasinski, Manager, EXH MLP LP LLC	2/16/09
	Kari L. Johnson, Manager, Exterran HL LLC and Exterran Holdings HL LLC	2/16/09
	** Signature of Reporting Person	Date
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Ees GP, L.P., et al. – ‘3’ for 8/20/07 re: Archrock Partners, L.P.

On: Tuesday, 2/17/09, at 2:24pm ET · For: 8/20/07 · As: 10% Owner · Accession #: 1140361-9-4280 · File #: 1-33078

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

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Ees GP, L.P., et al. – ‘3’ for 8/20/07 re: Archrock Partners, L.P.

On: Tuesday, 2/17/09, at 2:24pm ET · For: 8/20/07 · As: 10% Owner · Accession #: 1140361-9-4280 · File #: 1-33078

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

This ‘3’ Document is an XML Data File that may be rendered in various formats:

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