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): ~~December~~January 1426, ~~2022~~2023

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 57.0201 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

OnQuarterly ~~December~~Cash 14, 2022, the Board of Directors of USD Partners GP LLC, the general partner of USD Partners LP (the “Partnership”), approved the First Amendment (the “Amendment”) to the USD Partners LP Amended and Restated 2014 Long-Term Incentive Plan (the “Plan”). The Amendment increases the number of common units representing limited partnership interests in the Partnership available with respect to awards under the Plan by 3,500,000 common units to 7,154,167 common units. The Partnership will file a registration statement on Form S-8 to register the additional common units authorized under the Amendment.Distribution

~~This~~On ~~summary~~January of26, 2023, USD Partners LP (the ~~Amendment~~“Partnership”) ~~does~~issued ~~not~~a ~~purport~~press torelease beannouncing ~~complete~~that ~~and~~the isboard ~~subject~~of todirectors ~~and~~of ~~qualified~~USD Partners GP LLC, acting in its ~~entirety~~capacity byas ~~reference~~the togeneral partner of the ~~text~~Partnership, declared a quarterly cash distribution of $0.1235 per unit for the ~~Amendment~~fourth ~~filed~~quarter of 2022 ($0.494 per unit on an annualized basis), the same amount as ~~Exhibit~~distributed 10in the prior quarter.1 toThe ~~this~~Partnership ~~Current~~also ~~Report~~announced that USD Group LLC, its sponsor, will waive the fourth quarter distribution on ~~Form~~all ~~8-K~~of its 17.3 million units, ~~which~~reducing isthis ~~incorporated~~quarterly ~~herein~~distribution by ~~reference~~approximately $2.1 million. The distribution is payable on February 17, 2023, to unitholders of record at the close of business on February 8, 2023.

Fourth Quarter 2022 Earnings Release Date and Conference Call Information

The Partnership also announced that it plans to report fourth quarter 2022 and full-year 2022 financial operating results after market close on Wednesday, March 1, 2023. The Partnership will host a conference call and webcast regarding fourth quarter 2022 results at 11:00 a.m. Eastern Time (10:00 a.m. Central Time) on Thursday, March 2, 2023. Information on how to access the conference call and webcast can be found in the press release and will also be posted to the Partnership’s website at www.usdpartners.com in the “Investors” tab and the “Events & Presentations” sub-tab.

Information on our website is not incorporated by reference in this Current Report on Form 8-K. A copy of the Press Release is attached hereto as Exhibit 99.1. The information in this report and Exhibit 99.1 attached to this report are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, and are not incorporated by reference into any registration statement or other filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, unless the Partnership expressly states that such information is considered to 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

10.1

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

99.1

Press release of USD Partners LP dated January 26, 2023.

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 (Registrant)

By:

USD Partners GP LLC,

its general partner

Date: December 14, 2022

By:

/s/ Adam Altsuler

Date: January 26, 2023

By:

/s/ Adam Altsuler

Name:

Adam Altsuler

Title:

Executive Vice President and Chief Financial Officer

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