ThZeal - The Zeal

SEC FORM 3 SEC Form 3

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^*

ECP ControlCo, LLC

(Last)

(First)

(Middle)

51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)

SHORT HILLS

NJ

07078

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2017

3. Issuer Name and Ticker or Trading Symbol
USD Partners LP [ USDP ]

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

X	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)

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	5,278,963	I	See footnotes⁽¹⁾⁽²⁾

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 (Limited Partner Interests)	⁽³⁾	⁽³⁾	Common Units	6,278,127	⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾

Explanation of Responses:

1. US Development Group, LLC ("USD") is the parent company of USD Group LLC ("USD Group") which is the sole owner of the membership interests of USD Partners GP LLC, the Issuer's general partner (the "General Partner"). USD manages USD Group. ECP Control Co, LLC ("ECP Control Co") is the managing member of Energy Capital Partners III, LLC ("ECP"), which is the direct or indirect general partner of each of Energy Capital Partners III-A, LP ("ECP-A"), Energy Capital Partners III-B (USD IP), LP ("ECP-B"), and Energy Capital Partners III-C (USD IP), LP ("ECP-C") and together with ECP-A and ECP-B, the "ECP Funds"). ECP is the direct or indirect general partner of each of the ECP Funds and has voting and investment control over the securities owned by the ECP Funds. USD Holdings, LLC ("USD Holdings") and the ECP Funds are members of USD and, with ECP and ECP ControlCo, may be deemed to indirectly beneficially own the limited partnership interests beneficially owned by USD.

2. USD Group directly holds 5,278,963 common units and 6,278,127 subordinated units representing 32.2% of the common units and 100% of the subordinated units for a combined 50.8% of the limited partnership interests in the Issuer. USD Holdings is a 45.5% member of USD, and may therefore be deemed to indirectly beneficially own 2,401,928 common units and 2,856,548 subordinated units, representing 45.5% of the limited partnership interests held by USD Group. ECP ControlCo, ECP and the ECP Funds collectively hold 49.2% of the membership interest in USD, and may therefore be deemed to indirectly beneficially own 2,597,250 common units and 3,088,838 subordinated units, representing 49.2% of the limited partnership interests held by USD Group.

3. The subordinated units will convert into common units on a one-for-one basis in separate sequential tranches. Each tranche will be comprised of 20.0% of the subordinated units outstanding as of October 15, 2014. A separate tranche will convert on each business day occurring on or after October 1, 2015 (but no more than once in any twelve-month period) subject to certain conditions being met.

Remarks:

	ECP ControlCo, LLC, By: /s/ Peter Labbat, Manging Member	06/01/2017
	** 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).
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