FORM 4 |
UNITED 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Compressco Partners, L.P. [ GSJK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/15/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Units representing limited partner interests | 07/15/2011 | J(1) | 400,500 | A | (1) | 6,427,257 | I | see footnote(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. In connection with the initial public offering of Common Units representing limited partner interests in Compressco Partners, L.P. (the "Issuer"), on June 20, 2011, the reporting persons contributed assets and liabilities having an estimated net market value of $75.3 million as of March 31, 2011 to the capital of the Issuer in exchange for 6,026,757 Common Units and the right to receive up to 400,500 additional Common Units valued at $20.00 per Common Unit if such additional Common Units were not acquired by the underwriters of the initial public offering by July 14, 2011. Accordingly, following expiration of the underwriters' option to purchase the additional Common Units, the 400,500 Common Units reported were obtained from the Issuer for no additional consideration as of July 15, 2011. |
2. 5,704,046 of the reported Common Units are owned directly by Compressco Partners GP Inc. ("CPGP"), the general partner of the Issuer and direct, wholly owned subsidiary of Compressco Field Services, Inc. ("CFSI"), and may be deemed to be beneficially owned by (i) CFSI, a direct, wholly owned subsidiary of Compressco, Inc. ("CI"), (ii) CI, a direct, wholly owned subsidiary of TETRA Technologies, Inc. ("TTI"), and (iii) TTI, and, 723,211 of the reported Common Units are owned directly by TETRA International Incorporated ("TII"), a direct, wholly owned subsidiary of TTI, and may be deemed to be beneficially owned by TTI. |
Remarks: |
Bass C. Wallace, Jr., Sr. Vice President, General Counsel and Secretary of TETRA Technologies, Inc., a Delaware corporation | 07/15/2011 | |
Bass C. Wallace, Jr., Secretary of TETRA International Incorporated, a Delaware corporation | 07/15/2011 | |
Bass C. Wallace, Jr., AIF for Compressco, Inc., a Delaware corporation | 07/15/2011 | |
Bass C. Wallace, Jr., AIF for Compressco Field Services, Inc., an Oklahoma corporation | 07/15/2011 | |
Bass C. Wallace, Jr., Asst. Secretary of Compressco Partners GP Inc., a Delaware corporation | 07/15/2011 | |
** 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 Number. |