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Ownership Document
|
| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 1/29/21 |
| Not Subject to Section 16? No |
| Issuer: |
| Issuer CIK: 1449488 |
| Issuer Name: CSI Compressco LP |
| Issuer Trading Symbol: CCLP |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 844965 |
| | Owner Name: TETRA TECHNOLOGIES INC |
| Reporting Owner Address: |
| | Owner Street 1: 24955 INTERSTATE 45 NORTH |
| | Owner Street 2: |
| | Owner City: THE WOODLANDS |
| | Owner State: TX |
| | Owner ZIP Code: 77380 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1520659 |
| | Owner Name: TETRA International Inc |
| Reporting Owner Address: |
| | Owner Street 1: 24955 INTERSTATE 45 NORTH |
| | Owner Street 2: |
| | Owner City: THE WOODLANDS |
| | Owner State: TX |
| | Owner ZIP Code: 77380 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1522703 |
| | Owner Name: Compressco Field Services, L.L.C. |
| Reporting Owner Address: |
| | Owner Street 1: 24955 INTERSTATE 45 N |
| | Owner Street 2: |
| | Owner City: THE WOODLANDS |
| | Owner State: TX |
| | Owner ZIP Code: 77380 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 904147 |
| | Owner Name: COMPRESSCO INC |
| Reporting Owner Address: |
| | Owner Street 1: 24955 INTERSTATE 45 N |
| | Owner Street 2: |
| | Owner City: THE WOODLANDS |
| | Owner State: TX |
| | Owner ZIP Code: 77380 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Units representing limited partner interests |
| | Transaction Date: |
| | | Value: 1/29/21 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 10,952,478.00 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 5,237,970.00 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| Footnote ID: F3 |
| | | Nature of Ownership: |
| Value: see footnote |
| Footnote ID: F3 |
| Derivative Table: |
| Footnotes: |
| Footnote - F1: 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. |
| Footnote - F2: 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. |
| Footnote - F3: 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: |
| Owner Signature: |
| Signature Name: /s/ Brady M. Murphy, in his capacity as President and Chief Executive Officer of TETRA Technologies, Inc. |
| Signature Date: 2/2/21 |
| Owner Signature: |
| Signature Name: /s/ Brady M. Murphy, in his capacity as President of TETRA International Incorporated |
| Signature Date: 2/2/21 |
| Owner Signature: |
| Signature Name: /s/ Brady M. Murphy, in his capacity as President of Compressco, Inc., the sole member of Compressco Field Services, L.L.C. |
| Signature Date: 2/2/21 |
| Owner Signature: |
| Signature Name: /s/ Brady M. Murphy, in his capacity as President of Compressco, Inc. |
| Signature Date: 2/2/21 |
