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 *

STEPHENSON CC JR 		2. Issuer Name and Ticker or Trading Symbol

Cypress Energy Partners, L.P. [ CELP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

5727 S. LEWIS AVENUE, SUITE 300 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/6/2018
(Street)

TULSA, OK 74114
(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)
Code V Amount (A) or (D) Price

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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Units     (1) 8/6/2018     J      5769231         (1)   (1) Common Units Representing Limited Partner Interests   5769231   (1) $0.00   (2) 5769231   D    

Explanation of Responses:
(1)  The Series A Preferred Units are convertible into common units representing limited partner interests ("Common Units") in the Issuer in connection with a change of control of the Issuer or after May 29, 2021, at the option of the Issuer or Stephenson Equity (as defined below), and have no expiration date. The Series A Preferred Units will generally convert into Common Units on a one-to-one basis but may convert at a higher ratio of Common Units to Series A Preferred Units under certain circumstances. The conversion terms and other features of the Series A Preferred Units are more fully described in the First Amendment to First Amended and Restated Agreement of Limited Partnership of Cypress Energy Partners, L.P. dated as of May 29, 2018, attached as Exhibit 3.1 to the Current Report on Form 8-K filed May 31, 2018 by the Issuer with the Securities and Exchange Commission.
(2)  The Series A Preferred Units previously were held by Stephenson Equity, Co. No. 3, a Texas general partnership ("Stephenson Equity"), in which Mr. Stephenson and his wife each hold partnership interests. As a result of a distribution of the Series A Preferred Units from Stephenson Equity, Mr. Stephenson now owns such units directly.

Remarks:
The Reporting Person is a director of Cypress Energy 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
Director 10% Owner Officer Other
STEPHENSON CC JR
5727 S. LEWIS AVENUE, SUITE 300
TULSA, OK 74114 		X

See Remarks

Signatures
/s/ Richard M. Carson, Attorney-in-Fact for Charles C. Stephenson, Jr. 8/6/2018
** 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 4(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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