Initial Statement of Beneficial Ownership (3)
August 02 2019 - 2:46PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
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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
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JDH Capital Holdings, L.P.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
8/1/2019
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3. Issuer Name
and
Ticker or Trading Symbol
Archrock, Inc. [AROC]
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(Last)
(First)
(Middle)
C/O JDH CAPITAL COMPANY, 1111 TRAVIS STREET
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
HOUSTON, TX 77002
(City)
(State)
(Zip)
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5. 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 Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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21656683
(1)
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D
(2)
(3)
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Pursuant to the Asset Purchase Agreement (the "Elite Purchase Agreement"), dated as of June 23, 2019, by and among the Archrock, Inc. (the "Issuer"), Archrock Services, L.P., a wholly owned subsidiary of the Issuer (together with the Issuer, the "Archrock Buyer Parties") and Elite Compression Services, LLC ("Elite"), a portfolio company of JDH Capital Holdings, L.P. ("JDH Holdings"), the Archrock Buyer Parties acquired substantially all the assets of Elite, for aggregate consideration equal to $410 million (the "Elite Acquisition"), consisting of (i) an amount of cash equal to $205 million and (ii) 21,656,683 newly issued shares of common stock of the Issuer, par value $0.01 per share (the "Common Stock"), which were issued to JDH Holdings on August 1, 2019.
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(2)
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Shares of Common Stock of the Issuer are held by JDH Holdings.
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(3)
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JDH Capital Company ("JDH Capital") is the general partner of JDH Holdings. Hildebrand Enterprises, LP ("Hildebrand Enterprises") is the sole limited partner of JDH Holdings. Each of JDH Capital and Hildebrand Enterprises is wholly owned by Hildebrand Enterprises Company ("Hildebrand Company"). Hildebrand Company is wholly owned by Jeffery D. Hildebrand, a director of the Issuer, and Melinda B. Hildebrand. Mr. Hildebrand has filed a separate Form 3 reporting securities of the Issuer that he may be deemed to beneficially own through his ownership of Hildebrand Company.
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(4)
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Each of the Reporting Persons may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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JDH Capital Holdings, L.P.
C/O JDH CAPITAL COMPANY
1111 TRAVIS STREET
HOUSTON, TX 77002
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X
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JDH Capital Co
1111 TRAVIS STREET
HOUSTON, TX 77002
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X
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Hildebrand Enterprises, LP
C/O JDH CAPITAL COMPANY
1111 TRAVIS STREET
HOUSTON, TX 77002
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X
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Hildebrand Enterprises Co
C/O JDH CAPITAL COMPANY
1111 TRAVIS STREET
HOUSTON, TX 77002
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X
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Hildebrand Melinda B
C/O JDH CAPITAL COMPANY
1111 TRAVIS STREET
HOUSTON, TX 77002
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X
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Signatures
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JDH CAPITAL HOLDINGS, L.P.
By JDH Capital Company, its General Partner
By Ryan Connelley, Managing Director
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8/2/2019
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**
Signature of Reporting Person
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Date
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JDH CAPITAL COMPANY
By Ryan Connelley, Managing Director
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8/2/2019
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**
Signature of Reporting Person
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Date
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HILDEBRAND ENTERPRISES, LP
HILDEBRAND ENTERPRISES COMPANY
By Jeffery D. Hildebrand, President and Chief Executive Officer
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8/2/2019
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**
Signature of Reporting Person
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Date
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MELINDA B. HILDEBRAND
By Susan G. Thompson, Attorney-in-Fact
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8/2/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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