UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~November~~December 114, 2022

USD Partners LP

(Exact name of registrant as specified in its charter)

Delaware

001-36674

30-0831007

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

811 Main Street, Suite 2800

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

(281) 291-0510

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Units Representing Limited Partner Interests

USDP

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~November~~December 114, 2022, the Board of Directors of USD Partners GP LLC, the general partner of USD Partners LP (the “Partnership”), ~~issued~~approved athe ~~press~~First ~~release~~Amendment ~~announcing~~(the ~~its~~“Amendment”) ~~operating~~to the USD Partners LP Amended and ~~financial~~Restated ~~results~~2014 ~~for~~Long-Term Incentive Plan (the ~~three~~“Plan”). ~~and~~The ~~nine~~Amendment ~~months~~increases ~~ended~~the ~~September 30~~number of common units representing limited partnership interests in the Partnership available with respect to awards under the Plan by 3, ~~2022~~500,000 common units to 7,154,167 common units. AThe ~~copy~~Partnership ofwill file a registration statement on Form S-8 to register the ~~press~~additional ~~release~~common isunits ~~furnished~~authorized asunder ~~Exhibit~~the 99Amendment.~~1 hereto.~~

~~The~~This ~~information~~summary inof ~~this Item 2.02 and~~ the ~~exhibit~~Amendment ~~attached~~does ~~to this report as Exhibit 99.1 are~~ not ~~deemed~~purport ~~“filed”~~to ~~for~~be ~~purposes~~complete ofand ~~Section~~is ~~18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise~~ subject to ~~the liabilities of that Section,~~ and ~~are~~qualified ~~not~~in ~~incorporated~~its entirety by reference ~~into~~to ~~any registration statement or other filing under~~ the ~~Securities~~text ~~Act~~ of ~~1933~~ (the ~~“Securities~~Amendment ~~Act”)~~filed oras ~~the~~Exhibit ~~Exchange~~10.1 ~~Act,~~to ~~unless~~this ~~the~~Current ~~Partnership~~Report ~~expressly~~on ~~states~~Form ~~that~~8-K, ~~such~~which ~~information~~ is ~~considered~~incorporated toherein ~~be “filed” under the Exchange Act or incorporates such information~~ by ~~specific~~ reference ~~in a Securities Act or Exchange Act filing~~.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

99.1

Press release of USD Partners LP dated November 1, 2022.

10.1

First Amendment to USD Partners LP Amended and Restated 2014 Long-Term Incentive Plan

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

USD Partners LP

USD Partners LP (Registrant)

By:

USD Partners GP LLC,

its general partner

Dated: November 1, 2022

By:

/s/ Adam Altsuler

Date: December 14, 2022

By:

/s/ Adam Altsuler

Name:

Adam Altsuler

Title:

Executive Vice President, and Chief Financial Officer

Filing Compare · USD Partners LP