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Tetra Technologies Inc., et al. – ‘4’ for 1/29/21 re: CSI Compressco LP

On:  Tuesday, 2/2/21, at 5:01pm ET   ·   For:  1/29/21   ·   Accession #:  1562180-21-734   ·   File #:  1-35195

Previous ‘4’:  ‘4’ on / for 8/8/19   ·   Latest ‘4’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/02/21  Tetra Technologies Inc.           4                      1:11K  CSI Compressco LP                 Solium Capital Inc.
          TETRA International Inc.
          Compressco Field Services, L.L.C.
          Compressco Inc.

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      3K 
                Securities by an Insider --                                      
                primarydocument.xml/3.6


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TETRA TECHNOLOGIES INC
(Last)(First)(Middle)
24955 INTERSTATE 45 NORTH
(Street)
THE WOODLANDSTX77380
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
CSI Compressco LP [ CCLP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
1/29/21
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Units representing limited partner interests 1/29/21J (1) (2) 10,952,478 (1) (2)D (1) (2)5,237,970I (3)see footnote (3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
TETRA TECHNOLOGIES INC
(Last)(First)(Middle)
24955 INTERSTATE 45 NORTH
(Street)
THE WOODLANDSTX77380
(City)(State)(Zip)
1. Name and Address of Reporting Person*
TETRA International Inc
(Last)(First)(Middle)
24955 INTERSTATE 45 NORTH
(Street)
THE WOODLANDSTX77380
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Compressco Field Services, L.L.C.
(Last)(First)(Middle)
24955 INTERSTATE 45 N
(Street)
THE WOODLANDSTX77380
(City)(State)(Zip)
1. Name and Address of Reporting Person*
COMPRESSCO INC
(Last)(First)(Middle)
24955 INTERSTATE 45 N
(Street)
THE WOODLANDSTX77380
(City)(State)(Zip)
Explanation of Responses:
(1)  On January 29, 2021, TETRA Technologies, Inc., a Delaware corporation ('TETRA'), entered into a Purchase and Sale Agreement (the 'Purchase Agreement') with Spartan Energy Holdco, LLC, a Delaware limited liability company ('Spartan Holdco'), and, solely for certain purposes therein, Spartan Energy Partners LP, a Delaware limited partnership, pursuant to which TETRA sold (i) 10,952,478 common units representing limited partner interests ('Common Units') in CSI Compressco LP, a Delaware limited partnership (the 'Issuer') and (ii) all of the outstanding membership interests (the 'GP Equity') in CSI Compressco GP LLC, a Delaware limited liability company and the General Partner of the Issuer (the 'General Partner'), to Spartan Holdco. The General Partner holds all of the incentive distribution rights of the Issuer and a 1.4 percent general partner interest in the Issuer.
(2)  Collectively, the sale of the Common Units and the GP Equity pursuant to the Purchase Agreement is referred to herein as the 'GP Sale.' The consideration for the GP Sale was $14.0 million, which consisted of $13.4 million in cash paid at the closing and $0.5 million to be paid on the six-month anniversary of the closing. TETRA is also entitled to earn additional consideration of $3.1 million in the form of cash and/or Common Units if the Issuer achieves certain financial targets on or prior to December 31, 2022, as set forth in the Purchase Agreement.
(3)  TETRA may be deemed to beneficially own the 5,237,970 Common Units reported herein, 1,476,087 of which are directly held by TETRA International Incorporated, a Delaware corporation and a direct, wholly owned subsidiary of TETRA, and 3,761,883 of which are directly held by Compressco Field Services L.L.C., an Oklahoma limited liability company and a direct, wholly owned subsidiary of Compressco, Inc., a Delaware corporation and a direct, wholly owned subsidiary of TETRA.
Remarks:
/s/ Brady M. Murphy, in his capacity as President and Chief Executive Officer of TETRA Technologies, Inc. 2/2/21
/s/ Brady M. Murphy, in his capacity as President of TETRA International Incorporated 2/2/21
/s/ Brady M. Murphy, in his capacity as President of Compressco, Inc., the sole member of Compressco Field Services, L.L.C. 2/2/21
/s/ Brady M. Murphy, in his capacity as President of Compressco, Inc. 2/2/21
** Signature of Reporting PersonDate
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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
____________
Transaction Code:
    J    Other acquisition or disposition.

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Filing Submission 0001562180-21-000734   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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