0001140361-14-004595.txt : 20140205 0001140361-14-004595.hdr.sgml : 20140205 20140204211726 ACCESSION NUMBER: 0001140361-14-004595 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140205 DATE AS OF CHANGE: 20140204 GROUP MEMBERS: RICHARD A. KAYNE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: USA Compression Partners, LP CENTRAL INDEX KEY: 0001522727 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 752771546 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87532 FILM NUMBER: 14574356 BUSINESS ADDRESS: STREET 1: 100 CONGRESS AVENUE STREET 2: SUITE 450 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 512-473-2662 MAIL ADDRESS: STREET 1: 100 CONGRESS AVENUE STREET 2: SUITE 450 CITY: AUSTIN STATE: TX ZIP: 78701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAYNE ANDERSON CAPITAL ADVISORS LP CENTRAL INDEX KEY: 0000949615 IRS NUMBER: 954486379 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1800 AVENUE OF THE STARS STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105562721 MAIL ADDRESS: STREET 1: 1800 AVENUE OF THE STARS STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: KAIM NON TRADITIONAL L P/CA DATE OF NAME CHANGE: 19960605 SC 13G 1 formsc13g.htm KAYNE ANDERSON CAPITAL ADVISORS, LP SC 13G 2-4-2014 (USA COMPRESSION PARTNERS, LP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.)

USA Compression Partners, L.P.
(Name of Issuer)

COMMON UNITS
(Title of Class of Securities)

90290N109
(CUSIP Number)

Check the following box if a fee is being paid with this statement ¨. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

CUSIP NO. 90290N109
13G
PAGE 2 OF 8 PAGES

1
NAME OF REPORTING PERSON
 
 
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
 
 
 
(A) KAYNE ANDERSON CAPITAL ADVISORS, L.P. - 95-4486379
 
 
(B) RICHARD A. KAYNE
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
 
 
(b) ¨
 
 
 
3
SEC USE ONLY
   
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
IS A CALIFORNIA LIMITED PARTNERSHIP
 

 
5
SOLE VOTING POWER
 
 
(A) 0
NUMBER OF
 
(B) 0
SHARES
 
 
BENEFICIALLY
6
SHARED VOTING POWER
OWNED BY
 
(A) 933,138
EACH REPORTING
 
(B) 933,138
PERSON WITH
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
(A) 0
 
 
(B) 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
(A) 933,138
 
 
(B) 933,138
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
 
 
(A) 933,138
 
 
(B) 933,138
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 
(A) 6.64%
 
 
(B) 6.64%
 
 
 
 
12
TYPE OF REPORTING PERSON*
 
 
(A) IA
 
 
(B) IN
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!

PAGE 2 OF 8
United States
Securities and Exchange Commission

Schedule 13G

*********************

Item 1.
(a)
Issuer:
USA Compression Partners, L.P.
 
(b)
Address:
100 Congress Avenue, Suite 450
 
 
 
Austin, TX 78701

Item 2.
(a)
Filing Persons:
Kayne Anderson
Richard A. Kayne
 
 
 
Capital Advisors, L.P.
 
 
 
 
 
 
 
(b)
Addresses:
1800 Avenue of the Stars,
1800 Avenue of the Stars,
 
 
 
Third Floor
Third Floor
 
 
 
Los Angeles, CA  90067
Los Angeles, CA 90067
 
 
 
 
 
 
(c)
Citizenship:
Kayne Anderson Capital Advisors, L.P. is a California limited partnership
 
 
 
Richard A. Kayne is a U.S. Citizen
 
 
 
 
 
 
 
(d)
Title of Class of Securities:
Common Units
 
 
 
 
 
 
 
(e)
Cusip Number:
90290N109
 

Item 3.
If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person filing is a:
 
 
 
 
(e)
Kayne Anderson Capital Advisors, L.P., is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

Item 4.
Ownership
 
 
 
 
 
 
(a)
Amount Beneficially Owned:
 
 
 
 
 
 
 
Kayne Anderson Capital Advisors, L.P. Managed Accounts
933,138
 
 
Richard A. Kayne
933,138
 
(b)
Percent of Class:
(A) 6.64%
 
 
 
(B) 6.64%
 
 
 
 
 
(c)
Number of shares as to which such person has:
 
 
 
(i) sole power to vote or direct to vote
(A) 0
 
 
 
(B) 0
 
 
(ii) shared power to vote or direct the vote
(A) 933,138
 
 
 
(B) 933,138
 
 
(iii) sole power to dispose or direct the disposition
(A) 0
 
 
 
(B) 0
 
 
(iv) shared power to dispose or direct the disposition of
(A) 933,138
 
 
 
(B) 933,138
PAGE 3 OF 8
United States
Securities and Exchange Commission

Schedule 13G

USA Compression Partners, L.P. (Issuer)
**************************

Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [ ].
Not applicable.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.

Item 8. Identification and Classification of Members of the Group
Not applicable

Item 9. Notice of Dissolution of Group
Not applicable

Item 10. Certification
By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

PAGE 4 OF 8
United States
Securities and Exchange Commission

Schedule 13G

USA Compression Partners, L.P. (Issuer)
**************************

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 4, 2014
 
Date
 
 
 
/S/ RICHARD A. KAYNE
 
Richard A. Kayne
 

KAYNE ANDERSON CAPITAL ADVISORS, L.P.
 
 
 
 
 
By:
Kayne Anderson Investment Management, Inc.
 
 
 
 
 
 
By:
/S/ DAVID J. SHLADOVSKY
 
 
 
David J. Shladovsky, Secretary
 

PAGE 5 OF 8
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)

This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934 (the “Act”) by and between the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings.  The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

February 4, 2014
 
Date
 
 
 
S/ RICHARD A. KAYNE
 
Richard A. Kayne
 

KAYNE ANDERSON CAPITAL ADVISORS, L.P.
 
 
 
 
 
By:
Kayne Anderson Investment Management, Inc.
 
 
 
 
 
 
By:
/S/ DAVID J. SHLADOVSKY
 
 
 
David J. Shladovsky, Secretary
 

PAGE 6 OF 8
United States
Securities and Exchange Commission

Schedule 13G
 (cover page)
USA Compression Partners, L.P. (Issuer)
**************************

Box 9. The reported units are owned by investment accounts (investment limited partnerships, a registered investment company and institutional accounts) managed, with discretion to purchase or sell securities, by Kayne Anderson Capital Advisors, L.P., as a registered investment adviser.

Kayne Anderson Capital Advisors, L.P. is the general partner (or general partner of the general partner) of the limited partnerships and investment adviser to the other accounts. Richard A. Kayne is the controlling shareholder of the corporate owner of Kayne Anderson Investment Management, Inc., the general partner of Kayne Anderson Capital Advisors, L.P. Mr. Kayne is also a limited partner of each of the limited partnerships and a shareholder of the registered investment company.  Kayne Anderson Capital Advisors, L.P. disclaims beneficial ownership of the units reported, except those units attributable to it by virtue of its general partner interests in the limited partnerships.  Mr. Kayne disclaims beneficial ownership of the units reported, except those units held by him or attributable to him by virtue of his limited partnership interests in the limited partnerships, his indirect interest in the interest of Kayne Anderson Capital Advisors, L.P. in the limited partnerships, and his ownership of common stock of the registered investment company.

PAGE 7 OF 8
UNDERTAKING

The undersigned agree jointly to file the attached Statement of Beneficial Ownership on Schedule 13G with the U.S. Securities Exchange Commission and USA Compression Partners, L.P.

Dated:  February 4, 2014

/S/ RICHARD A. KAYNE
 
Richard A. Kayne
 

KAYNE ANDERSON CAPITAL ADVISORS, L.P.
 
 
 
 
 
By:
Kayne Anderson Investment Management, Inc.
 
 
 
 
 
 
By:
/S/ DAVID J. SHLADOVSKY
 
 
 
David J. Shladovsky, Secretary
 

 
PAGE 8 OF 8