2.
R/C IV USACP Holdings, L.P.
A.
Amount beneficially owned: 24,135,031
B.
Percent of class: 39.6%
C.
Number of units as to which the person has:
i.
Sole power to vote or to direct the vote: 0
ii.
Shared power to vote or to direct the vote: 24,135,031
iii.
Sole power to dispose or to direct the disposition of: 0
iv.
Shared power to dispose or to direct the disposition of: 24,135,031
3.
Riverstone/Carlyle Energy Partners IV, L.P.
A.
Amount beneficially owned: 24,135,031
B.
Percent of class: 39.6%
C.
Number of units as to which the person has:
i.
Sole power to vote or to direct the vote: 0
ii.
Shared power to vote or to direct the vote: 24,135,031
iii.
Sole power to dispose or to direct the disposition of: 0
iv.
Shared power to dispose or to direct the disposition of: 24,135,031
4.
R/C Energy GP IV, LLC
A.
Amount beneficially owned: 24,135,031
B.
Percent of class: 39.6%
C.
Number of units as to which the person has:
i.
Sole power to vote or to direct the vote: 0
ii.
Shared power to vote or to direct the vote: 24,135,031
iii.
Sole power to dispose or to direct the disposition of: 0
iv.
Shared power to dispose or to direct the disposition of: 24,135,031
R/C IV Holdings
is the record holder of approximately 97.6% of the limited liability company interests of USA Compression Holdings and is entitled to elect a majority of the members of the board of managers of USA Compression Holdings. Management and control of R/C IV Holdings is vested in its general partner, R/C IV Partners, which is in turn managed and controlled by its general partner, R/C Energy GP IV. R/C Energy GP IV is managed by an eight person management committee. The Reporting Persons other than USA Compression Holdings may therefore be deemed to beneficially own securities of USA Compression Partners, LP owned directly or indirectly by USA Compression Holdings.
Each of (i) Eric D. Long, William G. Manias, David A. Smith and Matthew C. Liuzzi, each of whom are executive officers of Issuer GP, (ii) Aladdin Partners, L.P., a limited partnership affiliated with Mr. Long, and (iii) R/C IV Holdings own equity interests in USA Compression Holdings.
USA Compression Holdings is managed by a three person board of managers consisting of Mr. Long, Jim H. Derryberry and Olivia C. Wassenaar. The board of managers exercises investment discretion and control over the units held by USA Compression Holdings. Mr. Long, Mr. Derryberry and Ms. Wassenaar, each of whom is also a member of the board of directors of Issuer GP, disclaim beneficial ownership of the Common Units owned by USA Compression Holdings.
(c) On November 14, 2016, USA Compression Holdings purchased 211,276 Common Units under the Issuer DRIP. On February 14, 2017, USA Compression Holdings purchased 205,786 Common Units under the Issuer DRIP.
(d) Not applicable.
(e) Not applicable.
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