Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^* BENSON KEITH	2. Issuer Name and Ticker or Trading Symbol USD Partners LP [ USDP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SEE REMARKS
(Last) (First) (Middle) 811 MAIN STREET, SUITE 2800	3. Date of Earliest Transaction (MM/DD/YYYY) 2/16/2021
(Street) HOUSTON, TX 77002 (City) (State) (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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 (LIMITED PARTNER INTERESTS)	2/16/2021		A		26638 ⁽¹⁾	A	$0	143622 ⁽²⁾	D
COMMON UNITS (LIMITED PARTNER INTERESTS)	2/16/2021		F		9946 ⁽³⁾	D	$4.82	133676 ⁽⁴⁾	D
COMMON UNITS (LIMITED PARTNER INTERESTS)	2/16/2021		S		10032	D	$4.84 ⁽⁵⁾	123644 ⁽⁴⁾	D
COMMON UNITS (LIMITED PARTNER INTERESTS)	2/17/2021		S		5617	D	$4.88 ⁽⁶⁾	118027 ⁽⁴⁾	D
COMMON UNITS (LIMITED PARTNER INTERESTS)	2/18/2021		S		2841	D	$4.96 ⁽⁷⁾	115186 ⁽⁴⁾	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	Represents the grant of phantom units. Each phantom unit is the economic equivalent of one common unit of USDP. The phantom units vest in four annual installments commencing on the one-year anniversary of the issuance date.
(2)	Includes 88,492 phantom units.
(3)	Represents common units of limited partnership interest withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person upon vesting of outstanding phantom units.
(4)	Includes 63,225 phantom units.
(5)	The price reported in column 4 is a weighted average price. The units were sold in multiple transactions at prices ranging from $4.78 to $4.90, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request, full information regarding the number of units sold at each separate price within the ranges set forth in this footnote.
(6)	The price reported in column 4 is a weighted average price. The units were sold in multiple transactions at prices ranging from $4.81 to $4.95, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request, full information regarding the number of units sold at each separate price within the ranges set forth in this footnote.
(7)	The price reported in column 4 is a weighted average price. The units were sold in multiple transactions at prices ranging from $4.87 to $4.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request, full information regarding the number of units sold at each separate price within the ranges set forth in this footnote.

Remarks:
The Reporting Person is General Counsel of USD Partners GP LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BENSON KEITH 811 MAIN STREET SUITE 2800 HOUSTON, TX 77002			SEE REMARKS