Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
OCI USA INC.
   2. Issuer Name and Ticker or Trading Symbol
OCI Partners LP [OCIP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O OCI USA INC., 660 MADISON AVENUE, 19TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
10/09/2013
(Street)

NEW YORK, NY 10065		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
COMMON UNITS (LIMITED PARTNER INTERESTS) 10/09/2013   A   60,375,000 A $ 0 60,375,000 (2) (3) D (1)  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
OCI USA INC.
C/O OCI USA INC.
660 MADISON AVENUE, 19TH FLOOR
NEW YORK, NY 10065		   X   X    
OCI N.V.
MIJNWEG 1
6167 AC GELEEN
P7 		   X   X    
OCI GP LLC
C/O OCI PARTNERS LP
5470 N. TWIN CITY HIGHWAY
NEDERLAND, TX 77627		       REFER TO FOOTNOTE (1)

Signatures

 /s/ Kevin Struve, President of OCI USA Inc.   10/10/2013
**Signature of Reporting Person Date
 /s/ Nassef Sawiris, Chief Executive Officer of OCI N.V.   10/10/2013
**Signature of Reporting Person Date
 /s/ Fady Kiama, Vice President, Chief Financial Officer of OCI GP LLC   10/10/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This Form 4 is filed jointly by OCI N.V., a Dutch public limited liability company ("OCI NV"), OCI USA Inc., a Delaware corporation and an indirect wholly owned subsidiary of OCI NV ("OCI USA"), and OCI GP LLC, a Delaware limited liability company and a wholly owned subsidiary of OCI USA ("OCI GP"), in connection with the closing of the Issuer's initial public offering (the "IPO") pursuant to its Registration Statement on Form S-1 (Registration No. 333 189350) (the "Registration Statement"). OCI USA owns all of the membership interests in OCI GP. OCI GP is the general partner of the Issuer. OCI NV may be deemed to indirectly own the securities of the Issuer held by OCI USA, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.
(2) OCI GP owns a non-economic general partner interest in the Issuer.
(3) As described in the Registration Statement, in connection with the closing of the IPO and the related formation transactions, OCI USA received 60,375,000 common units, representing approximately 77.5% of the outstanding common units of the Issuer. If the underwriters do not exercise their option to purchase additional common units, at the expiration of the option period, the Issuer will issue an additional 2,625,000 common units to OCI USA, and OCI USA will own 63,000,000 common units, representing approximately 78.3% of the outstanding common units of the Issuer.

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