FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

EXTERRAN HOLDINGS INC.
2. Issuer Name and Ticker or Trading Symbol

EXTERRAN PARTNERS, L.P. [ EXLP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Director by Deputization
(Last)          (First)          (Middle)

16666 NORTHCHASE DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

4/17/2015
(Street)

HOUSTON, TX 77060
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Units representing limited partner interests   (1) 4/17/2015     A    3963138   A $25.30   (1) 23582056   I   See footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The reporting person acquired the common units, together with 80,341 general partner units of the issuer, as payment for certain identified contracts and the equipment used to provide compression services under those contracts.
( 2)  The reported common 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 General Holdings LLC (General Holdings), the general partner of EES, and(iii) Exterran Holdings, Inc. (Exterran Holdings), the sole member of General Holdings and sole limited partner of EES.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
EXTERRAN HOLDINGS INC.
16666 NORTHCHASE DRIVE
HOUSTON, TX 77060

X
Director by Deputization
EXH MLP LP LLC
103 FOULK ROAD
WILMINGTON, DE 19803

X

EXTERRAN ENERGY SOLUTIONS, L.P.
16666 NORTHCHASE DRIVE
HOUSTON, TX 77060

X

Exterran General Holdings LLC
16666 NORTHCHASE DRIVE
HOUSTON, TX 77060

X


Signatures
Donald C. Wayne, Senior Vice President, General Counsel and Secretary of Exterran Holdings, Inc. and Exterran Energy Solutions, L.P and Exterran General Holdings LLC. 4/20/2015
** Signature of Reporting Person Date

Pamela Jasinski, Manager, EXH MLP LP LLC 4/20/2015
** 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 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 control number.
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