FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

OCIP Holding II LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/3/2018 

3. Issuer Name and Ticker or Trading Symbol

OCI Partners LP [OCIP]

(Last)        (First)        (Middle)

C/O OCI USA INC., 660 MADISON AVENUE, 19TH FLOOR

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

__ X __ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          ___ X ___ Other (specify below)
/ See Remarks

(Street)

NEW YORK, NY 10065       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 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)   9290248   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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

Explanation of Responses:

Remarks:
The securities reported herein are held of record by OCIP Holding II LLC (Holding II"). OCI N.V. is a Dutch public limited liability company ("OCI NV"). OCI USA Inc. ("OCI USA") is an indirect wholly owned subsidiary of OCI NV. OCI USA owns all of the membership interests in OCI GP LLC, a Delaware limited liability company and the general partner of the Issuer. Holding II is a wholly owned subsidiary of OCI USA. OCI NV and OCI USA may be deemed to indirectly own the securities of the Issuer held of record by Holding II, but disclaim beneficial ownership except to the extent of their respective pecuniary interest therein. OCI NV and OCI USA have separately filed a Form 4 reporting beneficial ownership of the securities reported herein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
OCIP Holding II LLC
C/O OCI USA INC.
660 MADISON AVENUE, 19TH FLOOR
NEW YORK, NY 10065
X X
See Remarks

Signatures
/s/ Kevin Struve, Manager of OCIP Holding II LLC 7/6/2018
** 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 5(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 control number.
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