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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 3)*

Under the Securities Exchange Act of 1934

USA COMPRESSION PARTNERS, LP
(Name of Issuer)
 
Common Units
(Title of Class of Securities)
 
90290N109
(CUSIP Number)
 
H. Steven Walton
Frederic Dorwart, Lawyers PLLC
124 East Fourth Street
Tulsa, Oklahoma 74103
(918) 583-9922
(Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)
 
May 18, 2018
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


1
 
NAMES OF REPORTING PERSON
 
 
 
Argonaut Private Equity, L.L.C.
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)    [  ] 
 
  
(b)   [X] 
3
 
SEC USE ONLY
 
 
  
4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
OO
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
[  ]
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Oklahoma
 
7
 
SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
 
7,096,927.003
8
 
SHARED VOTING POWER
 
 
 
0
9
 
SOLE DISPOSITIVE POWER
 
 
 
7,096,927.003
10
 
SHARED DISPOSITIVE POWER
 
  
 
 
0
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
7,096,927.003
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
[  ]
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
7.89%
14
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
OO
 
 
2

1
 
NAMES OF REPORTING PERSON
 
 
 
Don P. Millican
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)    [  ] 
 
  
(b)   [X] 
3
 
SEC USE ONLY
 
 
  
4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
OO
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
[  ]
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
United States of America
 
7
 
SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
 
 
0
8
 
SHARED VOTING POWER
 
 
 
7,096,927.003
9
 
SOLE DISPOSITIVE POWER
 
 
 
0
10
 
SHARED DISPOSITIVE POWER
 
  
 
 
7,096,927.003
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
7,096,927.003
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
[  ]
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
7.89%
14
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
IN

3

1
 
NAMES OF REPORTING PERSON
 
 
 
Frederic Dorwart
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)    [  ] 
 
  
(b)   [X] 
3
 
SEC USE ONLY
 
 
  
4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
OO
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
[  ]
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
United States of America
 
7
 
SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
 
 
7,425
8
 
SHARED VOTING POWER
 
 
 
7,096,927.003
9
 
SOLE DISPOSITIVE POWER
 
 
 
7,425
10
 
SHARED DISPOSITIVE POWER
 
  
 
 
7,096,927.003
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
7,104,352.003
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
[  ]
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
7.90%
14
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
IN

4

1
 
NAMES OF REPORTING PERSON
 
 
 
Ken Kinnear
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)    [  ] 
 
  
(b)   [X] 
3
 
SEC USE ONLY
 
 
  
4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
OO
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
[  ]
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
United States of America
 
7
 
SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
 
 
2,970
8
 
SHARED VOTING POWER
 
 
 
7,096,927.003
9
 
SOLE DISPOSITIVE POWER
 
 
 
2,970
10
 
SHARED DISPOSITIVE POWER
 
  
 
 
7,096,927.003
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
7,099,897.003
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
[  ]
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
7.89%
14
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
IN

5

1
 
NAMES OF REPORTING PERSON
 
 
 
George B. Kaiser
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)    [  ] 
 
  
(b)   [X] 
3
 
SEC USE ONLY
 
 
  
4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
OO
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
[  ]
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
United States of America
 
7
 
SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
 
 
7,425
8
 
SHARED VOTING POWER
 
 
 
7,096,927.003
9
 
SOLE DISPOSITIVE POWER
 
 
 
7,425
10
 
SHARED DISPOSITIVE POWER
 
  
 
 
7,096,927.003
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
7,104,352.003
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
[  ]
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
7.90%
14
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
IN

6

1
 
NAMES OF REPORTING PERSON
 
 
 
Robert Waldo
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)    [  ] 
 
  
(b)   [X] 
3
 
SEC USE ONLY
 
 
  
4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
OO
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
[  ]
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
United States of America
 
7
 
SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
 
 
12,142.761
8
 
SHARED VOTING POWER
 
 
 
7,096,927.003
9
 
SOLE DISPOSITIVE POWER
 
 
 
12,142.761
10
 
SHARED DISPOSITIVE POWER
 
  
 
 
7,096,927.003
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
7,109,069.764
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
[  ]
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
7.90%
14
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
IN

7

Item 1. Security and Issuer

Item 1 is hereby amended by deleting Item 1 of the Initial 13D in its entirety and replacing it with the following:

The Schedule 13D filed with the Securities and Exchange Commission on September 6, 2013 by the Reporting Persons (defined below) with respect to the common units (the “Common Units”), of USA Compression Partners, LP (the “Issuer” or the “Company”), amended on May 29, 2014 (“Amendment No. 1”), and amended on May 29, 2017 (“Amendment No. 2”) is hereby amended by this Amendment No. 3 to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.  The principal executive office address of the Issuer is 100 Congress Avenue, Suite 450, Austin, Texas 78701.

Item 2. Identity and Background

Item 2 is hereby amended by deleting Item 2 of the Initial 13D in its entirety and replacing it with the following:

(a)
This Schedule 13D is jointly filed by (each a “Reporting Person” and collectively, the “Reporting Persons”):

·
Argonaut Private Equity, L.L.C. (“Argonaut”)
·
Don P. Millican (“Mr. Millican”)
·
Frederic Dorwart (“Mr. Dorwart”)
·
Ken Kinnear (“Mr. Kinnear”)
·
George B. Kaiser (“Mr. Kaiser”)
·
Robert Waldo (“Mr. Waldo”)

The foregoing Reporting Persons are making this single. joint filing because they may be deemed to constitute a “group” within the meaning of Rule 13d-5 and/or Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.

(b), (c)

·
The principal business address of Argonaut is 6733 South Yale Avenue, Tulsa, Oklahoma 74136.
·
The principal business of Argonaut is to engage in the acquisition, retention, holding and divestment of investments.
·
Messrs. Millican, Dorwart, Kinnear, and Waldo are managers of Argonaut.
·
Mr. Millican’s principal occupation is executive officer for certain of Mr. Kaiser-controlled entities, located at 6733 South Yale Avenue, Tulsa, Oklahoma 74136.
·
Mr. Kinnear’s principal occupation is executive officer for certain of Mr. Kaiser-controlled entities, located at 6733 South Yale Avenue, Tulsa, Oklahoma 74136.
·
Mr. Dorwart is an attorney at Frederic Dorwart, Lawyers, PLLC located at 124 East Fourth Street, Tulsa, Oklahoma 74103.
·
Mr. Kaiser is the sole member of Argonaut. The principal occupation for Mr. Kaiser is a private investor. Mr. Kaiser’s principal business address is 6733 South Yale Avenue, Tulsa, Oklahoma 74136.
·
Mr. Waldo’s principal occupation is executive officer for certain of Mr. Kaiser-controlled entities, located at 6733 South Yale Avenue, Tulsa, Oklahoma 74136.

(d) – (e)          During the last five years, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
8

(f)  Argonaut is a limited liability company organized under the laws of the State of Oklahoma. Messrs. Millican, Dorwart, Kinnear, Kaiser, and Waldo are United States Citizens.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by deleting Item 3 of Amendment No. 2 in its entirety and replacing it with the following:

·
As of the date hereof, Argonaut owns 7,096,927.003 Common Units. Argonaut’s consideration for 6,615,766 of the Common Units was the sale of certain assets of S&R Compression, LLC (“S&R”) as described in Item 4, and additional Common Units were acquired pursuant to the Issuer’s Distribution Reinvestment Plan  and through open market transactions.

·
As of the date hereof, Mr. Millican owns 0 Common Units. Mr. Millican’s consideration for the Common Units was the sale of certain assets of S&R as described in Item 4.

·
As of the date hereof, Mr. Dorwart owns 7,425 Common Units. Mr. Dorwart’s consideration for the Common Units was the sale of certain assets of S&R as described in Item 4.

·
As of the date hereof, Mr. Kinnear owns 2,970 Common Units. Mr. Kinnear’s consideration for the Common Units was the sale of certain assets of S&R as described in Item 4.

·
As of the date hereof, Mr. Kaiser owns 7,425 Common Units. Mr. Kaiser’s consideration for the Common Units was the sale of certain assets of S&R as described in Item 4.

·
As of the date hereof, Mr. Waldo owns 12,142.761 Common Units. Mr. Waldo’s consideration for 7,425 of the Common Units was the sale of certain assets of S&R as described in Item 4, and additional Common Units were acquired pursuant to the Issuer’s Distribution Reinvestment Plan.

Item 4. Purpose of Transaction

Item 4 of Initial 13D is hereby amended to add the following:

Concurrent with the filing of this Amendment No. 3, Steven R. Mitchell will no longer be a Reporting Person, as he is no longer the President and Managing Director of Argonaut, and Mr. Waldo will become a Reporting Person.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended by deleting Item 5 of Amendment No. 1 in its entirety and replacing it with the following:

(a) and (b)   As of May 7, 2018, there were 89,937,600 Common Units outstanding based on the information contained in the Issuer’s Form 10-Q filed on May 9, 2018 and information subsequently disclosed.

As of the date hereof, Argonaut directly owns 7,096,927.003Common Units (approximately 7.89%).

As of the date hereof, Mr. Millican directly owns 0 Common Units (0%). As the manager of Argonaut, Mr. Millican is in possession of sole voting and investment power of the Common Units held by Argonaut and may also be deemed to beneficially own the 7,096,927.003Common Units held by Argonaut. Argonaut disclaims beneficial ownership of 74,253 Common Units directly owned by Mr. Millican. As of the date hereof, Mr. Millican may be deemed the beneficial owner of 7,096,927.003Common Units (approximately 7.89% of the Common Units outstanding).
9
As of the date hereof, Mr. Dorwart directly owns 7,425 Common Units (approximately 0.01%). As the manager of Argonaut, Mr. Dorwart is in possession of sole voting and investment power of the Common Units held by Argonaut and may also be deemed to beneficially own the 7,096,927.003Common Units held by Argonaut. Argonaut disclaims beneficial ownership of 7,425 Common Units directly owned by Mr. Dorwart. As of the date hereof, Mr. Dorwart may be deemed the beneficial owner of 7,096,927.003Common Units (approximately 7.90% of the Common Units outstanding).

As of the date hereof, Mr. Kinnear directly owns 2,970 Common Units (approximately 0.00%). As the manager of Argonaut, Mr. Kinnear is in possession of sole voting and investment power of the Common Units held by Argonaut and may also be deemed to beneficially own the 7,096,927.003Common Units held by Argonaut. Argonaut disclaims beneficial ownership of 2,970 Common Units directly owned by Mr. Kinnear. As of the date hereof, Mr. Kinnear may be deemed the beneficial owner of 7,096,927.003Common Units (approximately 7.89% of the Common Units outstanding).

As of the date hereof, Mr. Kaiser directly owns 7,425 Common Units (approximately 0.01%). As the manager of Argonaut, Mr. Kaiser is in possession of sole voting and investment power of the Common Units held by Argonaut and may also be deemed to beneficially own the 7,096,927.003Common Units held by Argonaut. Argonaut disclaims beneficial ownership of 7,425 Common Units directly owned by Mr. Kaiser. As of the date hereof, Mr. Kaiser may be deemed the beneficial owner of 7,096,927.003Common Units (approximately 7.90% of the Common Units outstanding).

As of the date hereof, Mr. Waldo directly owns 12,142.761 Common Units (approximately 0.01%). As the manager of Argonaut, Mr. Waldo is in possession of sole voting and investment power of the Common Units held by Argonaut and may also be deemed to beneficially own the 7,096,927.003Common Units held by Argonaut. Argonaut disclaims beneficial ownership of 12,142.761 Common Units directly owned by Mr. Waldo. As of the date hereof, Mr. Waldo may be deemed the beneficial owner of 7,096,927.003Common Units (approximately 7.90% of the Common Units outstanding).

(c)

Mr. Millican:
Since the Amendment No. 2 filing, Mr. Millican has sold the following Common Units of the Issuer on the open market:

Date
Quantity
Average Price per Unit
(ex. commissions and fees)
Total Price
05/12/2016
11,000
18.1
199,100.00
05/12/2016
3,300
18.1001
59,730.33
05/12/2016
700
18.11
12,677.00
05/12/2016
100
18.14
1,814.00
05/12/2016
1,600
18.1401
29,024.16
05/12/2016
100
18.16
1,816.00
05/12/2016
200
18.19
3,638.00
05/12/2016
8,133
18.2
148,020.60
05/12/2016
1,200
18.2001
21,840.12
05/12/2016
240
18.22
4,372.80
05/12/2016
2,500
18.23
45,575.00
05/12/2016
200
18.24
3,648.00
05/12/2016
4,700
18.25
85,775.00
05/12/2016
827
18.26
15,101.02
05/12/2016
6,300
18.27
115,101.00
05/12/2016
1,200
18.2701
21,924.12
05/12/2016
8,300
18.28
151,724.00
05/12/2016
4,900
18.2801
89,572.49
05/12/2016
2,500
18.29
45,725.00
05/12/2016
2,100
18.2901
38,409.21
05/12/2016
8,653
18.3
15,8349.90
05/12/2016
1,000
18.3001
18,300.10
05/12/2016
1,200
18.31
21,972.00
05/12/2016
500
18.32
9,160.00
05/12/2016
100
18.33
1,833.00
05/12/2016
330
18.335
6,050.55
05/12/2016
970
18.37
17,818.90
05/12/2016
1,300
18.3701
23,881.13
05/12/2016
100
18.38
1,838.00

10
 
Upon request, the reporting person will provide the SEC with full information regarding the Common Units sold. The price per unit disclosed does not include the broker commission.

Argonaut:
Since the Amendment No. 2 filing, Argonaut has sold the following Common Units of the Issuer on the open market:

Date
Quantity
Average Price per Unit
(ex. commissions and fees)
Total Price
4/12/2018
10,000.00
17.9421
179,216.85
4/12/2018
10,000.00
17.9216
179,005.36
4/13/2018
10,000.00
18.1104
180,893.31
4/13/2018
10,000.00
18.2051
181,846.79
4/13/2018
6,900.00
18.1653
125,199.67
4/16/2018
10,000.00
18.3822
183,611.25
4/16/2018
15,000.00
18.5949
278,617.05
4/16/2018
14,565.00
18.6326
271,086.25
4/17/2018
10,000.00
18.5878
185,667.20
4/17/2018
15,000.00
18.6904
280,049.52
4/17/2018
8,800.00
18.7139
164,502.51
4/18/2018
15,000.00
18.8037
281,742.48
4/18/2018
13,051.00
18.8147
245,283.95
4/19/2018
8,820.00
18.8138
165,750.98
4/20/2018
11,184.00
18.9948
212,202.75
5/7/2018
5,417.00
18.0109
97,447.95
5/8/2018
3,043.00
18.006
54,723.63
5/9/2018
10,000.00
18.1763
181,552.30
5/9/2018
15,000.00
18.232
273,173.68
5/9/2018
9,043.00
18.2799
165,120.46
5/10/2018
18,045.00
18.382
331,328.12
5/11/2018
20,000.00
18.4563
368,717.47
5/11/2018
20,000.00
18.3753
367,091.01
5/14/2018
20,000.00
18.7763
375,110.82
5/14/2018
2,059.00
18.8395
38,748.45
5/14/2018
2,400.00
18.7911
45,024.59
5/15/2018
1,900.00
18.6558
35,387.20
5/15/2018
7,568.00
18.5776
140,434.17
5/17/2018
300,000.00
18.2
5,460,000.00
5/17/2018
1,876.00
18.3589
34,396.48
5/18/2018
1,950.00
18.3
35,639.03
5/18/2018
12,400.00
18.2729
226,583.96

11

Upon request, the reporting person will provide the SEC with full information regarding the Common Units sold. The price per unit disclosed does not include the broker commission.

(d)
Not Applicable.

(e)
Not Applicable.

Item 7.          Material to be Filed as Exhibits

Exhibit 99.1
Joint Filing Agreement
12

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: May 25, 2018
    
     
ARGONAUT PRIVATE EQUITY, L.L.C.
    
 
 
 
/s/ Frederic Dorwart
  
 
 
 
/s/ Frederic Dorwart
Frederic Dorwart, Manager
  
FREDERIC DORWART, Individually
 
 
 
/s/ George B. Kaiser
  
 
 
 
/s/ Ken Kinnear
GEORGE B. KAISER, Individually
  
KEN KINNEAR, Individually
 
 
 
/s/ Don P. Millican
  
 
 
 
/s/ Robert Waldo
DON P. MILLICAN, Individually
  
ROBERT WALDO, Individually

 
 
13
 
Exhibit 99.1

JOINT FILING AGREEMENT

This JOINT FILING AGREEMENT is entered into as of May 25, 2018, by and among the signatories hereto. The undersigned hereby agree that the Statement on Schedule 13D/A with respect to the Common Units of USA Compression Partners, LP, a Delaware limited partnership, is, and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.


Dated: May 25, 2018
    
     
ARGONAUT PRIVATE EQUITY, L.L.C.
    
 
 
/s/ Frederic Dorwart
  
 
 
/s/ Frederic Dorwart
Frederic Dorwart
  
FREDERIC DORWART
Manager
    
     
 
 
/s/ George B. Kaiser
  
 
 
/s/ Ken Kinnear
GEORGE B. KAISER
  
KEN KINNEAR
     
 
 
/s/ Don P. Millican
  
 
 
/s/ Robert Waldo
DON P. MILLICAN
  
ROBERT WALDO