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* USD GROUP LLC (Last) (First) (Middle) 811 MAIN STREET SUITE 2800 (Street) HOUSTON TX 77002 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/08/2014	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) Form filed by One Reporting Person X 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 (LIMITED PARTNER INTERESTS)	0(3)(4)	D(1)(2)(3)(4)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)	(5)	(5)	COMMON UNITS	0(3)(4)	$0.00(5)	D(1)(2)(3)(4)

1. Name and Address of Reporting Person* USD GROUP LLC (Last) (First) (Middle) 811 MAIN STREET SUITE 2800 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ENERGY CAPITAL PARTNERS III, LLC (Last) (First) (Middle) 51 JOHN F. KENNEDY PARKWAY, SUITE 200 (Street) SHORT HILLS NJ 07078 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ENERGY CAPITAL PARTNERS III-A, LP (Last) (First) (Middle) 51 JOHN F. KENNEDY PARKWAY, SUITE 200 (Street) SHORT HILLS NJ 07078 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ENERGY CAPITAL PARTNERS III-B (USD IP), LP (Last) (First) (Middle) 51 JOHN F. KENNEDY PARKWAY, SUITE 200 (Street) SHORT HILLS NJ 07078 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ENERGY CAPITAL PARTNERS III-C (USD IP), LP (Last) (First) (Middle) 51 JOHN F. KENNEDY PARKWAY, SUITE 200 (Street) SHORT HILLS NJ 07078 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* US DEVELOPMENT GROUP, LLC (Last) (First) (Middle) 811 MAIN STREET, SUITE 2800 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* USD HOLDINGS LLC (Last) (First) (Middle) 811 MAIN STREET, SUITE 2800 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 is filed jointly by USD Group LLC ("USD Group"), US Development Group, LLC ("USD"), USD Holdings LLC ("US Holdings"), Energy Capital Partners III, LLC ("ECP"), 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"), in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-198500) (the "Registration Statement"). USD Group is the direct holder of the limited partnership interests in the Issuer. USD is the parent company of USD Group and 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 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.

2. (Continued from footnote 1) USD Holdings and ECP Funds are members of USD and, with ECP, may be deemed to indirectly beneficially own the limited partnership interests beneficially owned by USD.

3. As of the effectiveness of the Registration Statement, USD Group holds a 96.8% limited partnership interest in the Issuer. Certain executive officers and other key employees of our general partner and its affiliates who provide services to us hold a 1.2% limited partnership interest in the Issuer. The General Partner holds a 2% general partnership interest in the Issuer.

4. As described in the Registration Statement, in connection with the closing of the initial public offering of the Issuer, USD Group will directly hold 1,363,545 common units and 10,463,545 subordinated units, representing a 54.4% limited partner interest in Issuer (assuming no exercise of underwriters option). If the underwriters' option is exercised in full, USD Group will directly hold 36,045 common units and 10,463,545 subordinated units, representing a 49.2% limited partner interest in Issuer. USD Holdings is a 45.5% member of USD, and may therefore be deemed to indirectly beneficially own 45.5% of the limited partnership interests held by USD Group. ECP and the ECP Funds collectively hold 49.2% of the membership interest in USD, and may therefore be deemed to indirectly beneficially own 49.2% of the limited partnership interests held by USD Group.

5. Each subordinated unit will convert into one common unit at the end of the subordination period described in the Registration Statement.

Remarks:

	/s/ Chris Robbins, Chief Financial Officer, USD Group LLC	10/08/2014
	/s/ Chris Robbins, Chief Financial Officer, US Development Group, LLC	10/08/2014
	USD Holdings LLC; By: /s/ Michael R. Curry, Manager	10/08/2014
	/s/ Christopher M. Leininger, Deputy General Counsel Energy Capital Partners III, LLC	10/08/2014
	Energy Capital Partners III-A, LP; By Energy Capital Partners GP III, LP, its General Partner; By: Energy Capital Partners III, LLC, its General Partner; By: /s/ Christopher M. Leininger, Deputy General Counsel	10/08/2014
	Energy Capital Partners III-B (USD IP), LP; By Energy Capital Partners GP III, LP, its General Partner; By: Energy Capital Partners III, LLC, its General Partner; By: /s/ Christopher M. Leininger, Deputy General Counsel	10/08/2014
	Energy Capital Partners III-C (USD IP), LP; By Energy Capital Partners GP III, LP, its General Partner; By: Energy Capital Partners III, LLC, its General Partner; By: /s/ Christopher M. Leininger, Deputy General Counsel	10/08/2014
	** Signature of Reporting Person	Date
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