Statement of Changes in Beneficial Ownership (4)
February 02 2021 - 05:02PM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
TETRA TECHNOLOGIES INC |
2. Issuer Name and Ticker or Trading Symbol
CSI Compressco LP
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CCLP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
24955 INTERSTATE 45 NORTH |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/29/2021 |
(Street)
THE WOODLANDS, TX 77380
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Units representing limited partner interests | 1/29/2021 | | J(1)(2) | | 10952478.00 (1)(2) | D | (1)(2) | 5237970.00 | I (3) | see footnote (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Explanation of Responses: |
(1) | On January 29, 2021, TETRA Technologies, Inc., a Delaware corporation ('TETRA'), entered into a Purchase and Sale Agreement (the 'Purchase Agreement') with Spartan Energy Holdco, LLC, a Delaware limited liability company ('Spartan Holdco'), and, solely for certain purposes therein, Spartan Energy Partners LP, a Delaware limited partnership, pursuant to which TETRA sold (i) 10,952,478 common units representing limited partner interests ('Common Units') in CSI Compressco LP, a Delaware limited partnership (the 'Issuer') and (ii) all of the outstanding membership interests (the 'GP Equity') in CSI Compressco GP LLC, a Delaware limited liability company and the General Partner of the Issuer (the 'General Partner'), to Spartan Holdco. The General Partner holds all of the incentive distribution rights of the Issuer and a 1.4 percent general partner interest in the Issuer. |
(2) | Collectively, the sale of the Common Units and the GP Equity pursuant to the Purchase Agreement is referred to herein as the 'GP Sale.' The consideration for the GP Sale was $14.0 million, which consisted of $13.4 million in cash paid at the closing and $0.5 million to be paid on the six-month anniversary of the closing. TETRA is also entitled to earn additional consideration of $3.1 million in the form of cash and/or Common Units if the Issuer achieves certain financial targets on or prior to December 31, 2022, as set forth in the Purchase Agreement. |
(3) | TETRA may be deemed to beneficially own the 5,237,970 Common Units reported herein, 1,476,087 of which are directly held by TETRA International Incorporated, a Delaware corporation and a direct, wholly owned subsidiary of TETRA, and 3,761,883 of which are directly held by Compressco Field Services L.L.C., an Oklahoma limited liability company and a direct, wholly owned subsidiary of Compressco, Inc., a Delaware corporation and a direct, wholly owned subsidiary of TETRA. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
TETRA TECHNOLOGIES INC 24955 INTERSTATE 45 NORTH THE WOODLANDS, TX 77380 |
| X |
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TETRA International Inc 24955 INTERSTATE 45 NORTH THE WOODLANDS, TX 77380 |
| X |
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Compressco Field Services, L.L.C. 24955 INTERSTATE 45 N THE WOODLANDS, TX 77380 |
| X |
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COMPRESSCO INC 24955 INTERSTATE 45 N THE WOODLANDS, TX 77380 |
| X |
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Signatures
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/s/ Brady M. Murphy, in his capacity as President and Chief Executive Officer of TETRA Technologies, Inc. | | 2/2/2021 |
**Signature of Reporting Person | Date |
/s/ Brady M. Murphy, in his capacity as President of TETRA International Incorporated | | 2/2/2021 |
**Signature of Reporting Person | Date |
/s/ Brady M. Murphy, in his capacity as President of Compressco, Inc., the sole member of Compressco Field Services, L.L.C. | | 2/2/2021 |
**Signature of Reporting Person | Date |
/s/ Brady M. Murphy, in his capacity as President of Compressco, Inc. | | 2/2/2021 |
**Signature of Reporting Person | Date |
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