SEC FORM 4

SEC Form 4

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^*

SCHLANGER DANIEL K

(Last)

(First)

(Middle)

4444 BRITTMOORE ROAD

(Street)

HOUSTON

77041

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Archrock Partners, L.P. [ APLP ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2014

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	03/05/2014⁽¹⁾		S		2,750	D	$30.53	15,766	D
Common Units	11/03/2015⁽²⁾		M		2,870	A	$0	18,636	D
Common Units	11/03/2015⁽³⁾		F		1,205	D	$20.02	17,431	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Units with tandem DERs	$0.0	11/03/2015		M		1,122		⁽²⁾	⁽²⁾	Common Units	1,122	$0	0	D
Phantom Units with tandem DERs	$0.0	11/03/2015		M		1,748		⁽²⁾	⁽²⁾	Common Units	1,748	$0	0	D

Explanation of Responses:

1. Sale of common units was pursuant to a Rule 10b5-1 Plan entered into by the reporting person on 6/13/2013. The sale of shares was to satisfy tax withholding requirements and was not reported timely due to an administrative error.

2. This transaction represents the accelerated vesting of outstanding phantom units with tandem Distribution Equivalent Rights (DERs) granted to the reporting person under the Issuer's Long Term Incentive Plan. Vesting is in connection with the reporting person's resignation following the spin-off of the Issuer's managing partner's parent company (Exterran Holdings, Inc., renamed Archrock, Inc.). Each phantom unit vested in the form of a common unit. The DERs were paid in cash. Pursuant to the applicable SEC reporting requirements, the settlement of the phantom units in exchange for common units of EXLP is reported on this Form 4 as a disposition of the phantom units and a simultaneous acquisition of the underlying common units.

3. Issuer withheld the maximum allowable units to satisfy the tax withholding obligations associated with the vesting of phantom units.

Remarks:

	Susan G. Miller	11/04/2015
	** 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).
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