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Filing Details

Accession Number:: 0000844965-11-000060
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-06-22 17:15:59
Reporting Period:: 2011-06-20

Filing Date:: 2011-06-22
Accepted Time:: 2011-06-22 17:15:59
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1449488	Compressco Partners L.p.	GSJK	Oil & Gas Field Services, Nec (1389)	943450907

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
844965	Tetra Technologies Inc	24955 Interstate 45 North The Woodlands TX 77380	No	No	Yes	No
904147	Compressco Inc	101 Park Avenue Suite 1200 Oklahoma City OK 73102	No	No	Yes	No
1520659	Tetra International Inc	24955 Interstate 45 North The Woodlands TX 77380	No	No	Yes	No
1520660	Compressco Partners Gp Inc	101 Park Avenue Suite 1200 Oklahoma City OK 73102	No	No	Yes	No
1522703	Compressco Field Services Inc.	101 Park Avenue Suite 1200 Oklahoma City OK 73102	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units Representing Limited Partner Interests	Acquisiton	2011-06-20	6,026,757	$0.00	6,026,757	No	4	P	Indirect	see footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	see footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Units Representing Limited Partner Interests	Subordinated Units representing limited partner interests	Acquisiton	2011-06-20	6,273,970	$0.00	6,273,970	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
6,273,970			No	4	P	Indirect

Footnotes

The Common Units reported were obtained from Compressco Partners, L.P. (the "Issuer") as consideration for assets and liabilities (having an estimated net market value of $75.3 million as of March 31, 2011) that the reporting persons contributed to the capital of the Issuer in connection with the Issuer's initial public offering of Common Units, which closed on June 20, 2011. Pursuant to the underwriting agreement between the Issuer and the underwriters of the initial public offering, the underwriters have an option to purchase up to 400,500 additional Common Units (the "Additional Common Units"), valued at $20.00 per Common Unit, by no later than July 14, 2011. (continued in footnote 2)
(continued from footnote 1) Any Additional Common Units purchased by the underwriters pursuant to their option will be issued to the public and the net proceeds from any exercise of the underwriters' option to purchase Additional Common Units (approximately $7.5 million based on the initial public offering price of $20.00 per Common Unit, if exercised in full) will be used by the Issuer to make a distribution to Compressco Partners GP Inc. ("CPGP"), the general partner of the Issuer. Pursuant to the contribution agreement between the Issuer and CPGP, any Additional Common Units not purchased by the underwriters pursuant to their option will be issued to CPGP. CPGP's right to receive Additional Common Units, if any, pursuant to this right became fixed and irrevocable on June 20, 2011, the effective date of the reporting persons' contributions.
5,303,546 of the reported Common Units are owned directly by CPGP, the general partner of the Issuer and direct, wholly owned subsidiary of Compressco Field Services, Inc. ("CFSI"), and may be deemed to be beneficially owned by (i) CFSI, a direct, wholly owned subsidiary of Compressco, Inc. ("CI"), (ii) CI, a direct, wholly owned subsidiary of TETRA Technologies, Inc. ("TTI"), and (iii) TTI, and, 723,211 of the reported Common Units are owned directly by TETRA International Incorporated ("TII"), a direct, wholly owned subsidiary of TTI, and may be deemed to be beneficially owned by TTI.
Subordinated Units may be converted into Common Units on a one-for-one basis upon termination of the subordination period, but no sooner than June 30, 2014, under certain circumstances set forth in the First Amended and Restated Agreement of Limited Partnership of Compressco Partners, L.P., effective as of June 20, 2011 and filed as Appendix A to the Issuer's Prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended. There is no expiration date associated with the reported Subordinated Units.
The Subordinated Units reported were obtained from the Issuer as consideration for assets and liabilities (having an estimated net market value of $73.5 million as of March 31, 2011) that the reporting persons contributed to the capital of the Issuer in connection with the Issuer's initial public offering of Common Units, which closed on June 20, 2011.
5,521,094 of the reported Subordinated Units are owned directly by CPGP, the general partner of the Issuer and direct, wholly owned subsidiary of CFSI, and may be deemed to be beneficially owned by (i) CFSI, a direct, wholly owned subsidiary of CI, (ii) CI, a direct, wholly owned subsidiary of TTI, and (iii) TTI, and, 752,876 of the reported Subordinated Units are owned directly by TII, a direct, wholly owned subsidiary of TTI, and may be deemed to be beneficially owned by TTI.