Type 424B5 KNOT Offshore Accomplice

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Filed under rule 424 (b) (5)

Registration no. 333-248518

BROCHURE

COMPLEMENT

(To the prospectus dated September 9, 2020)

KNOT Offshore Partners LP

Up to $ 100,000,000 maximum total offer

price of

Joint units that represent the interests of limited partners

We have completed an issue on the market

Sales Agreement (“Sales Agreement”) with B. Riley Securities, Inc., as our sales agent (the “Agent”), relating to

to joint entities that represent limited partner interests in KNOT Offshore Partners LP (“joint entities”) offered in this prospectus

Addendum and the enclosed prospectus. According to the terms of the sales contract, we may act as agents through or to the agent

and / or principal, offer and sell common shares from time to time for a total offer price of up to $ 100 million.

Our

Common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “KNOP”. The last reported sale

Price of our joint shares on the NYSE in August February 25, 2021 was $ 18.31 per joint unit.

Sale of our common units, if any, under this one

The prospectus supplement and the accompanying prospectus may be made on negotiated transactions or transactions that are deemed to be "at"

the market "offers as defined in Rule 415 of the Securities Act of 1933, as amended (the" Securities Act "),

including sales made directly on the NYSE or sales made to or through a market maker other than an exchange. The agent will do anything

Sell ​​to the best of our knowledge and belief with commercially reasonable efforts in accordance with its normal trading and sales practices, on a mutual basis

agreed terms between the agent and us.

The agent receives an upward commission from us

3.0% of the gross proceeds from the sale of the ordinary shares offered here. In connection with the sale of

the common shares on our behalf, the agent may be considered an "underwriter" for the purposes of the Securities Act, and

the agent's remuneration can be viewed as a subscription commission or discount.

Investing in our common units involves risks.

You should review the risk factors listed under "Risk Factors" starting on page S-9 of. are described or mentioned carefully

this Supplement and page 5 of the accompanying prospectus before investing in our common shares.

Neither the Securities and Exchange Commission

nor has any state securities commission approved or rejected these securities or determined whether this Supplement or the

Accompanying prospectus is truthful or complete. Any representation to the contrary is punishable by law.

B. Riley Securities

The date of this Supplement is August 26th.

2021.

Above

this supplement to the prospectus

This document consists of two parts. The first part

is this Supplement to the Prospectus which describes the specific terms of this Offering. The second part is the enclosed prospectus, the

contains more general information, some of which may not apply to this offer. When we refer to the "prospectus",

we refer to both parts together. If the information differs between this Supplement and the accompanying Prospectus, you should

rely on the information in this Supplement.

Any statement made in this Supplement to the Prospectus

or incorporated into a document or deemed to be incorporated by reference is deemed to be modified or replaced for purposes

this supplement to the prospectus, insofar as one is subsequently submitted in this supplement to the prospectus or in another

Document, which is also incorporated by reference in this Supplement to the Prospectus, changes or replaces this declaration. Any statement like that

modified or replaced will not be considered part of this Supplement unless it has been modified or replaced.

This supplement to the prospectus and all "free"

Write a prospectus “we can authorize you to contain and include information that you should take into account

in your investment decision. Neither we nor the agent have authorized anyone to give you additional, different, or conflicting information

Information. We are not responsible for and cannot guarantee the reliability of any other information that others may have

give you. You should not assume the information contained in this Supplement or any “Prospectus Free”

we will authorize service to you, as will any information previously filed with the Securities and Exchange Commission (the

"SEC") referred to herein is accurate as of any date other than the relevant date. Our business,

The financial position, results of operations and outlook may have changed since then.

We offer to sell the common units, and

Obtain offers to purchase the common stock only in jurisdictions that allow offers and sales. The distribution of this prospectus

Supplementation and the offer of the common shares in certain legal systems may be restricted by law. Individuals outside of the United States who

come into possession of this supplement to the prospectus must inform themselves about any restrictions in connection with the offer and observe them

of the Common Shares and the distribution of this Supplement outside the United States. This supplement to the prospectus is not

constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation

is unauthorized or in which the person making such offer or solicitation is not qualified to do so, or to any person for whom it is unlawful

to make such an offer or solicitation.

Unless otherwise noted, all references are in

"Dollars" and "$" in this Prospectus and amounts are in US dollars and financial information

in this prospectus is presented in accordance with generally accepted accounting principles in the United States (or U.S.

GAAP).

You should read this supplement to the prospectus carefully,

all related free brochures and the additional information described under the headings "Where to Find More Information".

and "Integration of documents by reference".

TABLE OF CONTENTS

Supplement to prospectus

brochure

Where

You can find more information

We have filed a registration statement with the SEC

on Form F-3 in relation to the securities covered by this prospectus. This prospectus does not contain all of the information contained in

the registration declaration. Further information about us and the securities offered in this prospectus can be found at

the complete registration declaration including its exhibits. The SEC maintains a website that contains reports, powers of attorney, and information

Statements and other information about issuers that file electronically with the SEC, including us, that you can refer to about the

Internet at www.sec.gov. You can also find information about us on our website at www.knotoffshorepartners.com.

Information on our website or any other website is not incorporated by reference in this prospectus and is not part of

this prospectus, unless specifically stated and filed with the SEC. Our common shares are listed on the NYSE under the symbol. acted

"STUD."

We are subject to the information obligation

of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and under that we are required to

file the SEC's annual reports on Form 20-F within four months of our fiscal year end and provide the SEC with other material information

on form 6-K. These reports and other information can be found in the public reference facilities maintained by the

SEC or obtained from the SEC website as noted above. On our website above, our annual reports are presented on Form 20-F. created

and our periodic reports filed with the SEC, which will be made available free of charge on our website as soon as reasonably possible

Reports are filed electronically with the SEC. Information on our website or any other website is not incorporated into this by reference

Prospectus and is not part of this prospectus.

As a foreign private issuer, we are exempt from

the Stock Exchange Act, among other things, of certain rules that prescribe the provision and content of declarations of power of attorney, and our management

Officers, directors and major shareholders are exempt from the reporting and short-term profit recovery provisions in Section 16

of the Stock Exchange Act. In addition, according to the Stock Exchange Act, we are not obliged to submit periodic reports and annual financial statements

SEC as frequently or as quickly as US companies whose securities are registered under the Exchange Act, including filing quarterly

Reports or current reports on Form 8-K. However, we intend to provide quarterly reports with our unaudited interim financial statements

Information for the first three fiscal quarters of each fiscal year on Form 6-K.

founding

of documents by reference

The SEC enables us to "record by reference"

Information We File with the SEC. This means that we can disclose important information to you without giving the specific details

Information in this prospectus by referring to other documents separately filed with the SEC. The information incorporated by reference

is an important part of this prospectus. Information that we later make available to the SEC that is deemed "filed":

published by the SEC and included in this prospectus automatically updates information previously filed with the SEC and may substitute for information

in this prospectus.

We refer to this in this prospectus

the documents listed below:

These reports contain important information about

us, our financial position and our earnings position.

You can get any of the included documents

by reference in this prospectus by the SEC on its website at the address given above. You can also request a copy of any document

incorporated by reference in this prospectus (with the exception of annexes to these documents, unless the annex is expressly included)

by reference in this document), free of charge, by visiting our website at www.knotoffshorepartners.com. You can also make inquiries

for such documents free of charge in writing or by telephone at the following address:

KNOT Offshore Partners LP

2 queens cross

Aberdeen, Aberdeenshire

AB15 4YB, United Kingdom

Telephone: 44 (0) 1224 618420

Future-oriented

statement

All statements except statements from historical ones

Facts contained in this prospectus and any freely drafted prospectus or incorporated by reference are forward-looking statements. In

In addition, we and our agents may from time to time make other oral or written statements that are also forward-looking statements.

Such statements include, in particular, statements about our plans, strategies, business prospects, changes and trends in our business,

Expectations of our sales levels and the markets in which we operate. In some cases, you can use the trend-setting

Statements through the use of words such as "may", "will", "could", "should", "would",

"Expect", "plan", "foresee", "intend", "predict", "believe",

“Estimate”, “predict”, “suggest”, “potentially”, “further” or negative

these terms or other comparable terminology.

Forward-looking statements appear in a number

Positions in this prospectus and the documents that we include by reference and contain statements on, among other things:

Forward-looking statements are based on

management's current plans, expectations, estimates, assumptions, and beliefs about future events that affect us. Forward-looking

Statements are subject to risks, uncertainties and assumptions, including the risks discussed under “Risk Factors”

in this prospectus and the risks discussed in other reports that we file with the SEC and which are incorporated by reference into this prospectus,

including, but not limited to, our 2020 annual report and subsequent quarterly reports on Form 6-K. The risks, uncertainties and

Assumptions involve known and unknown risks and are, by their nature, subject to significant uncertainties and contingencies, many of which

Beyond our influence. We caution that forward-looking statements are not guarantees and that actual results may differ materially from

those expressed or implied in the forward-looking statements.

We make no commitment to forward-looking

Statement to reflect events or circumstances after the date such statement is made or the occurrence of unexpected events

Events. From time to time new factors arise and we cannot predict all of these factors. Besides, we cannot judge

the effect of each of these factors on our business or the extent to which one or a combination of factors could cause actual results

are materially different from those contained in any forward-looking statements. We do not make any prediction or statement about performance

of our common stock or other securities.

summary

The following summary highlights selected information

is contained elsewhere in this Prospectus and the documents incorporated herein by reference and does not contain all of the information that you

for your investment decision. You should read this entire Supplement, the accompanying prospectus, carefully

and the documents incorporated herein by reference.

References in this brochure to "KNOT"

Offshore partner ”,“ we ”,“ our ”,“ us ”and“ the partnership ”or similar terms refer to each other

to KNOT Offshore Partners LP or one or more of its subsidiaries or to all of these companies, unless the context indicates otherwise.

References in this prospectus to “our general partner” refer to KNOT Offshore Partners GP LLC, the general partner of KNOT

Offshore partner. References in this prospectus to “KNOT UK” refer to KNOT Offshore Partners UK LLC, a wholly owned subsidiary

of partnership. References in this prospectus to “KNOT” refer to Knutsen NYK Offshore Tankers depending on the context

AS and to one or more of its direct and indirect subsidiaries. References in this brochure to “TSSI” refer to TS Shipping

Invest AS and references to "NYK Europe" refer to NYK Logistics Holding (Europe) B.V., each of which holds 50% of the shares

in the NODE. References in this prospectus to “KNOT Management” are to KNOT Management AS, a wholly owned subsidiary of KNOT.

overview

We are a limited partnership that was formed to own, operate

and acquire shuttle tankers on long-term charters, which we define as charter of five years or more. We intend the relationships,

Know-how and reputation of KNOT, a leading independent owner and operator of shuttle tankers, to capitalize on potential growth opportunities

and to attract and retain high quality, creditworthy customers. KNOT intends to use us as the primary growth tool to develop the

Acquisition of long-term stable, cash flow generating shuttle tankers.

We have a modern fleet of seventeen shuttle tankers

which operates under charter agreements with large oil and gas companies involved in offshore production. As of June 30, 2021 our fleet had

Charter with an average remaining term of 2.3 years. We intend to expand our position in the shuttle tanker market through acquisitions

from KNOT and third parties. We also believe we can grow organically by continuing to provide reliable customer service to our charterers

and leverage KNOT's relationships, expertise and reputation.

Our relationship with Knutsen NYK Offshore Tankers

HOW

We believe that one of our main strengths

is our relationship with KNOT. We believe that our relationship with KNOT will give us access to KNOT's relationships with major international ones

Oil and gas companies, shipbuilders, sources of finance and suppliers as well as his technical, commercial and business management expertise that we

believing enables us to compete more effectively in finding additional customers. KNOT, through its wholly owned subsidiary, KNOT Management

and KNOT Management Denmark AS, provides ship management services for the shuttle tankers in our fleet that have a full

Integrated shipping operations with newbuilding supervision, project development, crew, technical management and various other maritime

Services.

On August 25, 2021, KNOT owned 26.0% of

our joint units, our general partner and our incentive distribution rights ("IDRs") and our general partner owned a stake of 1.83%

Complementary share in us and 0.3% of our ordinary shares. KNOT also owns 208,333 (or 5.9%) of our Series A convertibles

Units ("Preferred Series A Units"). When issuing joint units, our general becomes

The partner has the right (but not the obligation) to make additional capital contributions, insofar as this is necessary to maintain his general

Partner interest in us in the same percentage as before the issue. Also our general partner and its affiliated companies (including KNOT)

have the right (but not the obligation) to buy ordinary shares whenever and on the same terms as we issue ordinary shares to persons

with the exception of our general partner and his affiliated companies, insofar as this is necessary to maintain the percentage share of his and his affiliated companies

to us, including its shares represented by common entities that existed immediately prior to each issue. When common units are sold in

of the offer, both our general partner and KNOT intend to exercise these rights in order to increase their percentage stakes in the

Partnership (the "exercise of pre-emptive rights").

KNOT, whose predecessor was founded in 1987, is

jointly owned by TSSI and NYK Europe.

Headquarters

Our registered and head office offices

are located at 2 Queen & # 39; s Cross, Aberdeen, Aberdeenshire AB15 4YB, UK and our telephone number is 44 (0) 1224 618420. We

make our periodic reports and other information filed or made available to the SEC available free of charge through our website at

www.knotoffshorepartners.com as soon as reasonably possible after these reports and other information have been submitted electronically

delivered with or to the SEC. Please see “Where to Find More Information” for an explanation of our reporting requirements

as a foreign private issuer.

The offer

risk

Factors

Before investing in our joint units, you should

carefully review all information contained in this prospectus or incorporated by reference into it. Although many of our stores

Risks are comparable to those of a corporation that conducts a similar business, the investments in limited partnerships naturally differ from

the share capital of a corporation. When evaluating an investment in our common units, you should carefully consider the following risk

Factors as well as the discussion of the risk factors in our Annual Report 2020, which is incorporated by reference in this Prospectus, and all

subsequent reports on Form 20-F or Form 6-K, which are incorporated herein by reference. Should any of these risks materialize, our business is

Financial condition or results of operations could be materially adversely affected. In this case, our ability to make distributions is ours

Ordinary shares can be reduced, the trading price of our ordinary shares could fall and you could lose all or part of your investment.

Risks in connection with this offering and our common entities

The market price of our shares can be adversely affected

through the future issue and sale of additional shares, also in accordance with the purchase agreement, or through our announcement that such

Issues and sales can occur.

We cannot predict the size of future emissions

or sales of our common interests, including those made under the sales agreement with the agent or in connection with future acquisitions

or capital raising activities, or the effect such issues or sales may have on the market price of our common stock. In

In addition, the Agent will not conduct any transactions that stabilize the price of our common shares if such transactions are against

applicable securities laws. Die Ausgabe und der Verkauf wesentlicher Mengen von Stammanteilen, einschließlich der Ausgabe und des Verkaufs gemäß den

Verkaufsvereinbarung oder die Ankündigung, dass solche Emissionen und Verkäufe stattfinden könnten, könnten sich nachteilig auf den Marktpreis unserer Stammanteile auswirken.

Die hiermit angebotenen gemeinsamen Einheiten sind

in „am Markt“-Angeboten verkauft, und Anleger, die zu unterschiedlichen Zeiten gemeinsame Anteile kaufen, werden wahrscheinlich unterschiedliche Preise zahlen.

Anleger, die Common kaufen

Anteile in diesem Angebot zu unterschiedlichen Zeiten zahlen wahrscheinlich unterschiedliche Preise und können daher unterschiedliche Ergebnisse bei ihrer Anlage erzielen

Ergebnisse. Es liegt im Ermessen des Marktes, den Zeitpunkt, die Preise und die Anzahl der verkauften gemeinsamen Einheiten zu ändern, und es gibt

kein Mindest- oder Höchstverkaufspreis. Anleger können aufgrund von Verkäufen zu . einen Wertverlust ihrer Stammanteile erfahren

Preise niedriger als die Preise, die sie bezahlt haben.

Es ist nicht möglich, das Aggregat vorherzusagen

Erlöse aus Verkäufen im Rahmen des Kaufvertrages.

Vorbehaltlich bestimmter Einschränkungen

im Kaufvertrag und in Übereinstimmung mit geltendem Recht, haben wir das Ermessen, dem Agenten jederzeit eine Platzierungsmitteilung zu übermitteln

während der gesamten Laufzeit des Kaufvertrages. Die Anzahl der gemeinsamen Einheiten, die nach Zustellung einer Platzierungsmitteilung über den Agenten verkauft werden

wird aufgrund einer Reihe von Faktoren schwanken, einschließlich des Marktpreises unserer gemeinsamen Einheiten während des Verkaufszeitraums, der von uns festgelegten Grenzen

mit dem Agenten in einer anwendbaren Platzierungsmitteilung und die Nachfrage nach unseren gemeinsamen Einheiten während des Verkaufszeitraums. Da der Preis pro

Einheit für jede verkaufte Einheit während des Verkaufszeitraums schwankt, ist es nicht möglich, den Gesamterlös im Zusammenhang damit zu erzielen

mit diesen Verkäufen. Es kann nicht zugesichert werden, dass wir in der Lage sein werden, gemeinsame Einheiten im Rahmen des Verkaufsvertrags zu verkaufen oder ihn vollständig zu nutzen, da

eine Finanzierungsquelle.

Verwenden

der Erlöse

Wir beabsichtigen, den Nettoerlös aus den Verkäufen zu verwenden

von Stammanteilen hierunter, falls vorhanden, nach Abzug der Provision des Vermittlers und unserer Angebotskosten und von den Bezugsrechten

Ausübung zu Zwecken der Kollektivgesellschaft, die unter anderem die Rückzahlung von Schulden oder die Finanzierung von Akquisitionen umfassen kann

oder sonstige Investitionen. Bei der Verwendung jeglicher Nettoerlöse haben wir einen weiten Ermessensspielraum. Anleger werden sich auf das Urteil verlassen

unseres Managements bezüglich der Verwendung der Erlöse aus dem Verkauf von Stammanteilen. Wir können den Nettoerlös vorübergehend investieren, bis

wir verwenden sie ggf. für den angegebenen Zweck.

Kapitalisierung

the

Die folgende Tabelle zeigt unsere historischen Barmittel und Kapitalisierung zum 30. Juni 2021. Diese Tabelle ist aus unserem Konzernabschluss abgeleitet

Erklärungen, einschließlich begleitender Anmerkungen, die durch Bezugnahme in diesen Prospekt aufgenommen werden. Sie sollten diese Tabelle in Verbindung mit . lesen

der historische Jahresabschluss und die begleitenden Anmerkungen, die durch Bezugnahme aufgenommen werden hierin und die Abschnitte mit dem Titel „Bedienung“

and Financial Review and Prospects“ in unserem Geschäftsbericht 2020 und „Management’s Discussion and Analysis of Financial

Zustand und Ergebnisse der Geschäftstätigkeit“ in unserem Bericht auf Formular 6-K für die sechs Monate bis zum 30. Juni 2021, die jeweils

durch Bezugnahme hierin aufgenommen.

Beschreibung

der gemeinsamen Einheiten

Zum

eine Beschreibung unserer gemeinsamen Anteile und der wichtigen Bestimmungen unseres Gesellschaftsvertrags sowie der Rechte und Privilegien unserer Anteilinhaber,

please refer to our registration statement on Form 8-A/A, filed with the SEC on June 30, 2017, as updated by Exhibit 2.1

to our 2020 Annual Report.  A copy of our partnership agreement is filed as an exhibit to the registration statement of which this

prospectus is a part. American Stock Transfer & Trust Company, LLC serves as the registrar and transfer agent for the

common units.

As of August 25, 2021, we had 32,909,386

common units outstanding, of which 24,251,518 are held by the public and 8,657,868 are held by KNOT and its wholly owned subsidiary, KNOT

Offshore GP LLC, our general partner. We also have 3,541,666 Series A Preferred Units outstanding, of which 208,333 are owned by

KNOT.

Material

U.S. Federal Income Tax Considerations

The following is a discussion

of the material U.S. federal income tax considerations that may be relevant to current and prospective common unitholders and, unless

otherwise noted in the following discussion, is the opinion of Baker Botts L.L.P., our U.S. counsel, insofar as it contains legal conclusions

with respect to matters of U.S. federal income tax law. The opinion of our counsel is dependent on the accuracy of factual representations

made by us to them, including descriptions of our operations contained herein. Statements contained herein that “we believe,”

“we expect” or similar phrases are not legal conclusions or opinions of counsel.

This discussion is based

upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury Regulations (“Treasury

Regulations”), and current administrative rulings and court decisions, all as in effect or existence on the date of this prospectus

and all of which are subject to change, possibly with retroactive effect. Changes in these authorities may cause the tax consequences

of unit ownership to vary substantially from the consequences described below. Unless the context otherwise requires, references in this

section to “we,” “our” or “us” are references to KNOT Offshore Partners LP.

The following discussion

applies only to beneficial owners of common units that own the common units as “capital assets” within the meaning of Section 1221

of the Code (i.e., generally, for investment purposes) and is not intended to be applicable to all categories of investors, such as unitholders

subject to special tax rules (e.g., financial institutions, insurance companies, broker-dealers, tax-exempt organizations,

retirement plans or individual retirement accounts, persons who own (actually or constructively) 10.0% or more of the voting power or

value of our equity, or former citizens or long-term residents of the United States), persons who will hold the units as part of a straddle,

conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes, or persons that have a functional

currency other than the U.S. dollar, each of whom may be subject to tax rules that differ significantly from those summarized below.

If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) holds our common units,

the tax treatment of its partners generally will depend upon the status of the partner and the activities of the partnership. If you are

a partner in a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) holding our

common units, you should consult your own tax advisor regarding the tax consequences to you of the partnership’s ownership of our

common units.

No ruling has been or will

be requested from the Internal Revenue Service (the “IRS”) regarding any matter affecting us or our current and prospective

unitholders. The opinions and statements made herein may be challenged by the IRS and, if so challenged, may not be sustained upon review

in a court.

This discussion does not

contain information regarding any U.S. state, local, estate, gift or alternative minimum tax considerations concerning the ownership or

disposition of common units. This discussion does not comment on all aspects of U.S. federal income taxation that may be important to

particular unitholders in light of their individual circumstances, and each current and prospective unitholder is urged to consult its

own tax advisor regarding the U.S. federal, state, local and other tax consequences of the ownership or disposition of common units.

Election to be Treated as a Corporation

We have elected to be treated

as a corporation for U.S. federal income tax purposes. As a result, U.S. Holders (as defined below) will not be directly subject to U.S.

federal income tax on our income, but rather will be subject to U.S. federal income tax on distributions received from us and dispositions

of units as described below.

U.S. Federal Income Taxation of U.S. Holders

As used herein, the term

“U.S. Holder” means a beneficial owner of our common units that is:

Distributions

Subject to the discussion

below of the rules applicable to passive foreign investment companies (“PFICs”), any distributions to a U.S. Holder made

by us with respect to our common units generally will constitute dividends to the extent of our current or accumulated earnings and profits,

as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits will

be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in its common units and, thereafter,

as capital gain. U.S. Holders that are corporations generally will not be entitled to claim a dividends-received deduction with respect

to distributions they receive from us. Dividends received with respect to our common units generally will be treated as “passive

category income” for purposes of computing allowable foreign tax credits for U.S. federal income tax purposes.

Dividends received with respect

to our common units by a U.S. Holder that is an individual, trust or estate (a “U.S. Individual Holder”) generally will be

treated as “qualified dividend income,” which is taxable to such U.S. Individual Holder at preferential tax rates provided

that: (1) our common units are readily tradable on an established securities market in the United States (such as the NYSE, on which

our common units are traded); (2) we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding

taxable year (which we do not believe we are, have been or will be, as discussed below under “—PFIC Status and Significant

Tax Consequences”); (3) the U.S. Individual Holder has owned the common units for more than 60 days during the 121-day period

beginning 60 days before the date on which the common units become ex-dividend (and has not entered into certain risk limiting transactions

with respect to such common units); and (4) the U.S. Individual Holder is not under an obligation to make related payments with respect

to positions in substantially similar or related property. Because of the uncertainty of these matters, including whether we are or will

be a PFIC, there is no assurance that any dividends paid on our common units will be eligible for these preferential rates in the hands

of a U.S. Individual Holder, and any dividends paid on our common units that are not eligible for these preferential rates will be taxed

as ordinary income to a U.S. Individual Holder.

Special rules may apply

to any amounts received in respect of our common units that are treated as “extraordinary dividends.” In general, an extraordinary

dividend is a dividend with respect to a common unit that is equal to or in excess of 10.0% of a unitholder’s adjusted tax basis

(or fair market value upon the unitholder’s election) in such common unit. In addition, extraordinary dividends include dividends

received within a one-year period that, in the aggregate, equal or exceed 20.0% of a unitholder’s adjusted tax basis (or fair market

value). If we pay an “extraordinary dividend” on our common units that is treated as “qualified dividend income,”

then any loss recognized by a U.S. Individual Holder from the sale or exchange of such common units will be treated as long-term capital

loss to the extent of the amount of such dividend.

Sale, Exchange or Other

Disposition of Common Units

Subject to the discussion

of PFIC status below, a U.S. Holder generally will recognize capital gain or loss upon a sale, exchange or other disposition of our units

in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and

the U.S. Holder’s adjusted tax basis in such units. The U.S. Holder’s initial tax basis in its units generally will be the

U.S. Holder’s purchase price for the units and that tax basis will be reduced (but not below zero) by the amount of any distributions

on the units that are treated as non-taxable returns of capital (as discussed above under “—Distributions”). Such gain

or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time

of the sale, exchange or other disposition. Certain U.S. Holders (including individuals) may be eligible for preferential rates of U.S.

federal income tax in respect of long-term capital gains. A U.S. Holder’s ability to deduct capital losses is subject to limitations.

Such capital gain or loss generally will be treated as U.S. source income or loss, as applicable, for U.S. foreign tax credit purposes.

Medicare Tax on Net

Investment Income

Certain U.S. Holders, including

individuals, estates and trusts, will be subject to an additional 3.8% Medicare tax on, among other things, dividends and capital gains

from the sale or other disposition of equity interests. For individuals, the additional Medicare tax applies to the lesser of (1) “net

investment income” or (2) the excess of “modified adjusted gross income” over $200,000 ($250,000 if married and

filing jointly or $125,000 if married and filing separately). “Net investment income” generally equals the taxpayer’s

gross investment income reduced by deductions that are allocable to such income. Unitholders should consult their tax advisors regarding

the implications of the additional Medicare tax resulting from their ownership and disposition of our common units.

PFIC Status and Significant

Tax Consequences

Adverse U.S. federal income

tax rules apply to a U.S. Holder that owns an equity interest in a non-U.S. corporation that is classified as a PFIC for U.S. federal

income tax purposes. In general, we will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which the holder

held our common units, either:

Income earned, or treated

as earned (for U.S. federal income tax purposes), by us in connection with the performance of services would not constitute passive income.

By contrast, rental income generally would constitute “passive income” unless we were treated as deriving that rental income

in the active conduct of a trade or business under the applicable rules.

Based on our current and

projected methods of operation, and an opinion of counsel, we do not believe that we were a PFIC for the 2020 taxable year and we expect

that we will not be a PFIC for our current or any future taxable year. We have received an opinion of our U.S. counsel, Baker Botts L.L.P.,

in support of this position that concludes that the income our subsidiaries earn from certain of our present time-chartering activities

should not constitute passive income for purposes of determining whether we are a PFIC. In addition, we have represented to our U.S. counsel

that more than 25.0% of our gross income for the 2020 taxable year arose, and we expect that more than 25.0% of our gross income for our

current taxable year and each future year will arise, from such time charters or other income our U.S. counsel has opined does not constitute

passive income, and more than 50.0% of the average value of our assets for each such year was or will be held for the production of such

nonpassive income. Assuming the accuracy of representations we have made to our U.S. counsel for purposes of their opinion, our U.S. counsel

is of the opinion that we should not be a PFIC for the 2020 taxable year, and assuming the composition of our income and assets is consistent

with these expectations for our current and future years, we should not be a PFIC for our current and any future year.

Our U.S. counsel has indicated

to us that the conclusions described above are not free from doubt. While there is legal authority supporting our conclusions, including

IRS pronouncements concerning the characterization of income derived from time charters as services income, the United States Court of

Appeals for the Fifth Circuit (the “Fifth Circuit”) held in Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir.

2009), that income derived from certain marine time charter agreements should be treated as rental income rather than services income

for purposes of a “foreign sales corporation” provision of the Code. In that case, the Fifth Circuit did not address the definition

of passive income or the PFIC rules; however, the reasoning of the case could have implications as to how the income from a time charter

would be classified under such rules. If the reasoning of this case were extended to the PFIC context, the gross income we derive or are

deemed to derive from our time-chartering activities may be treated as rental income, and we would likely be treated as a PFIC. The IRS

has announced its nonacquiescence with the Fifth Circuit’s holding in Tidewater and its position that the marine time charter

agreements at issue in Tidewater should be treated as service contracts.

Distinguishing between arrangements

treated as generating rental income and those treated as generating services income involves weighing and balancing competing factual

considerations, and there is no legal authority under the PFIC rules addressing our specific method of operation. Conclusions in

this area therefore remain matters of interpretation. We are not seeking a ruling from the IRS on the treatment of income generated from

our time-chartering operations. Thus, it is possible that the IRS or a court could disagree with our position. In addition, although we

intend to conduct our affairs in a manner to avoid being classified as a PFIC with respect to our current or any future taxable year,

we cannot assure unitholders that the nature of our operations will not change and that we will not become a PFIC in our current or any

future taxable year.

As discussed more fully below,

if we were to be treated as a PFIC for any taxable year in which a U.S. Holder holds our common units (and regardless of whether we remain

a PFIC over the subsequent taxable years), such U.S. Holder would be subject to different taxation rules depending on whether such

U.S. Holder makes an election to treat us as a “Qualified Electing Fund,” which we refer to as a “QEF election.”

As an alternative to making a QEF election, a U.S. Holder generally would be able to make a “mark-to-market” election with

respect to our common units, as discussed below. In addition, if a U.S. Holder owns our common units during any taxable year that we are

a PFIC, such holder must file an annual report with the IRS.

Taxation of U.S. Holders

Making a Timely QEF Election

If a U.S. Holder makes a

timely QEF election (an “Electing Holder”), then, for U.S. federal income tax purposes, that Electing Holder must report as

income for its taxable year its pro rata share of our ordinary earnings and net capital gain, if any, for our taxable years that end with

or within the taxable year for which that holder is reporting, regardless of whether or not the Electing Holder received distributions

from us in that year. The Electing Holder’s adjusted tax basis in the common units will be increased to reflect taxed but undistributed

earnings and profits. Distributions of earnings and profits that were previously taxed will result in a corresponding reduction in the

Electing Holder’s adjusted tax basis in common units and will not be taxed again once distributed. An Electing Holder generally

will recognize capital gain or loss on the sale, exchange or other disposition of our common units. A U.S. Holder makes a QEF election

with respect to any year that we are a PFIC by filing IRS Form 8621 with its U.S. federal income tax return. If, contrary to our

expectations, we determine that we are treated as a PFIC for any taxable year, we will provide each U.S. Holder with the information necessary

to make the QEF election described above. Although the QEF election is available with respect to subsidiaries, in the event we acquire

or own a subsidiary in the future that is treated as a PFIC, no assurances can be made that we will be able to provide U.S. Holders with

the necessary information to make the QEF election with respect to such subsidiary.

Taxation of U.S. Holders

Making a “Mark-to-Market” Election

If we were to be treated

as a PFIC for any taxable year in which a U.S. Holder holds our common units and, as we anticipate, our common units were treated as “marketable

stock,” then, as an alternative to making a QEF election, such U.S. Holder would be allowed to make a “mark-to-market”

election with respect to our common units, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant

instructions and related Treasury Regulations. If that election is made, the U.S. Holder generally would include as ordinary income in

each taxable year the excess, if any, of the fair market value of the U.S. Holder’s common units at the end of the taxable year

over the holder’s adjusted tax basis in the common units. The U.S. Holder also would be permitted an ordinary loss in respect of

the excess, if any, of the U.S. Holder’s adjusted tax basis in the common units over the fair market value thereof at the end of

the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A

U.S. Holder’s tax basis in its common units would be adjusted to reflect any such income or loss recognized. Gain recognized on

the sale, exchange or other disposition of our common units would be treated as ordinary income, and any loss recognized on the sale,

exchange or other disposition of the common units would be treated as ordinary loss to the extent that such loss does not exceed the net

mark-to-market gains previously included in income by the U.S. Holder. The mark-to-market election generally will not be available with

respect to subsidiaries. Accordingly, in the event we acquire or own a subsidiary in the future that is treated as a PFIC, the mark-to-market

election generally will not be available with respect to such subsidiary.

Taxation of U.S. Holders

Not Making a Timely QEF or Mark-to-Market Election

If we were to be treated

as a PFIC for any taxable year in which a U.S. Holder holds our common units and such U.S. Holder does not make either a QEF election

or a “mark-to-market” election for that year (a “Non-Electing Holder”), then such Non-Electing Holder would be

subject to special rules resulting in increased tax liability with respect to (1) any excess distribution (i.e., the portion

of any distributions received by the Non-Electing Holder on our common units in a taxable year in excess of 125.0% of the average annual

distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s

holding period for the common units) and (2) any gain realized on the sale, exchange or other disposition of the units. Under these

special rules:

If we were treated as a PFIC

for any taxable year and a Non-Electing Holder who is an individual dies while owning our common units, such holder’s successor

generally would not receive a step-up in tax basis with respect to such units.

U.S. Federal Income Taxation of Non-U.S. Holders

A beneficial owner of our

common units (other than a partnership or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that

is not a U.S. Holder is referred to as a “Non-U.S. Holder.” If you are a partner in a partnership (or an entity or arrangement

treated as a partnership for U.S. federal income tax purposes) holding our common units, you should consult your own tax advisor regarding

the tax consequences to you of the partnership’s ownership of our common units.

Distributions

Distributions we pay to a

Non-U.S. Holder will not be subject to U.S. federal income tax or withholding tax if the Non-U.S. Holder is not engaged in a U.S. trade

or business. If the Non-U.S. Holder is engaged in a U.S. trade or business, our distributions will be subject to U.S. federal income tax

to the extent they constitute income effectively connected with the Non-U.S. Holder’s U.S. trade or business (provided, in the case

of a Non-U.S. Holder entitled to the benefits of an income tax treaty with the United States, such distributions also are attributable

to a U.S. permanent establishment). The after-tax amount of any effectively connected dividends received by a corporate Non-U.S. Holder

may also be subject to an additional U.S. branch profits tax at a 30.0% rate (or, if applicable, a lower treaty rate).

Disposition of Units

In general, a Non-U.S. Holder

is not subject to U.S. federal income tax or withholding tax on any gain resulting from the disposition of our common units provided the

Non-U.S. Holder is not engaged in a U.S. trade or business. A Non-U.S. Holder that is engaged in a U.S. trade or business will be subject

to U.S. federal income tax in the event the gain from the disposition of units is effectively connected with the conduct of such U.S.

trade or business (provided, in the case of a Non-U.S. Holder entitled to the benefits of an income tax treaty with the United States,

such gain also is attributable to a U.S. permanent establishment). The after-tax amount of any effectively connected gain of a corporate

Non-U.S. Holder may also be subject to an additional U.S. branch profits tax at a rate of 30.0% (or, if applicable, a lower treaty rate).

However, even if not engaged in a U.S. trade or business, individual Non-U.S. Holders may be subject to tax on gain resulting from the

disposition of our common units if they are present in the United States for 183 days or more during the taxable year in which those units

are disposed and they meet certain other requirements.

Backup Withholding and Information Reporting

In general, payments to a

non-corporate U.S. Holder of distributions or the proceeds of a disposition of common units will be subject to information reporting.

These payments to a non-corporate U.S. Holder also may be subject to backup withholding if the non-corporate U.S. Holder:

Non-U.S. Holders may be required

to establish their exemption from information reporting and backup withholding by certifying their status on a properly completed IRS

Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY (or successor form), as applicable.

Backup withholding is not

an additional tax. Rather, a unitholder generally may obtain a credit for any amount withheld against its liability for U.S. federal income

tax (and obtain a refund of any amounts withheld in excess of such liability) by timely filing a U.S. federal income tax return with the

IRS.

In addition, individual citizens

or residents of the United States holding certain “foreign financial assets” (which generally include stock and other securities

issued by a foreign person unless held in an account maintained by a financial institution) that exceed certain thresholds (the lowest

being holding foreign financial assets with an aggregate value in excess of: (1) $50,000 on the last day of the tax year or (2) $75,000

at any time during the tax year) are required to report information relating to such assets. Significant penalties may apply for failure

to satisfy the reporting obligations described above. Unitholders should consult their tax advisors regarding their reporting obligations,

if any, that would result from their purchase, ownership or disposition of our units.

Plan

of Distribution

We

have entered into a sales agreement dated August 26, 2021 with B. Riley Securities, Inc., as sales agent, under which

we may offer and sell our common units, through or to B. Riley, as agent and/or principal, having an aggregate offering price of up to

$100 million from time to time. The sales, if any, of common units made under the sales agreement will be made by any method permitted

by law deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended (the

“Securities Act”), including ordinary brokers’ transactions through the facilities of the NYSE at market prices or in

block transactions or as otherwise agreed between us and the Agent.

Each time we wish to issue

and sell common units under the sales agreement, we will notify the Agent of the number of common units proposed to be issued, the time

period during which such sales are requested to be made, any limitation on the number of common units which may be sold in any one day,

any minimum price below which sales may not be made, and other sales parameters as we deem appropriate. The Agent is not required to sell

any specific number or dollar amount of common units, but subject to the terms and conditions of the sales agreement, the Agent will use

its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and

regulations and the rules of the NYSE, to sell on our behalf all of the designated common units. We may instruct the Agent not to

sell any common units if the sales cannot be effected at or above the price designated by us in any such instruction. We or the Agent

may suspend any offering of common units at any time and from time to time by notifying the other party.

The Agent will provide to

us written confirmation following the close of trading on the NYSE each day in which common units are sold by it as our agent under the

sales agreement, with such written notice to be provided no later than the opening of the next day of trading on the NYSE. Each confirmation

will include the number of common units sold on that day, the net proceeds to us (after compensation to the Agent for such sales, any

other amounts due to the Agent pursuant to the sales agreement and regulatory transaction fees, if any, but before other expenses) (the

“Net Proceeds”) and the compensation payable by us to the Agent. We will disclose in each report on Form 6-K relating

to any quarterly period and in each Annual Report on Form 20-F, the aggregate number of common units sold through the Agent under

the sales agreement, the Net Proceeds to us and the compensation paid by us to the Agent in connection with the sales of the common units.

We will pay the Agent a commission

up to 3.0% of the gross proceeds from the sales of common units offered hereby. Pursuant to the sales agreement, we have also agreed to

reimburse the Agent for the reasonable and documented fees and out-of-pocket expenses of the Agent’s counsel in an aggregate amount

not to exceed $60,000 through the commencement date of this offering and an additional $3,000 per subsequent representation date occurring

at a time when a placement notice is pending (as described in the sales agreement).

Settlement for sales of common

units will occur on the second trading day following the date on which any sales were made, or on some other date that is agreed upon

by us and the Agent in connection with a particular transaction, in return for payment of the Net Proceeds to us. There is no arrangement

for funds to be received in an escrow, trust or similar arrangement.

The offering of common units

pursuant to the sales agreement will terminate upon the earlier of (1) the sale of all common units subject to the sales agreement

or (2) the termination of the sales agreement by us or by the Agent.

In connection with the sale

of the common units on our behalf, the Agent may be deemed to be an “underwriter” within the meaning of the Securities Act,

and the compensation paid to the Agent may be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification

and contribution to the Agent against certain liabilities, including civil liabilities under the Securities Act.

Pursuant to the sales agreement,

we may sell common units to the Agent as principal for its own account under terms agreed by the Agent and us. To the extent required

by applicable laws, we will disclose the terms of any sales by the Agent as principal in a separate filing with the SEC.

The Agent and certain of its affiliates have engaged

in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our

affiliates. They have received, or may in the future receive, customary fees and expenses for these transactions. In addition, in the

ordinary course of their various business activities, the Agent and its affiliates may make or hold a broad array of investments and actively

trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans) for their

own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments

of ours or our affiliates. The Agent or its affiliates may also make investment recommendations and/or publish or express independent

research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or

short positions in such securities and instruments.

Legal

Matters

Certain legal matters with respect to the offering

will be passed upon for us by Baker Botts L.L.P., Washington, D.C. The validity of the common units and certain other legal matters with

respect to the laws of the Republic of the Marshall Islands will be passed upon for us by Watson Farley & Williams LLP, New York,

New York. The Agent has been represented in connection with this offering by Morgan, Lewis & Bockius LLP, Palo Alto, California.

Experts

The consolidated financial statements of KNOT

Offshore Partners LP appearing in KNOT Offshore Partners LP’s Annual Report (Form 20-F) for the year ended December 31,

2020 and the effectiveness of KNOT Offshore Partners LP’s internal control over financial reporting as of December 31, 2020

have been audited by Ernst & Young AS, independent registered public accounting firm, as set forth in their report thereon included

therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance

upon such report given on the authority of such firm as experts in accounting and auditing.

Ernst & Young AS is located at Donning

Eufemias Gate 6, Oslo Atrium, P.O. Box 20, NO-0051 Oslo, Norway.

Expenses

The following table sets forth costs and expenses,

other than the Agent’s commissions, in connection with the issuance and distribution of the common units covered by this prospectus

supplement. All amounts are estimated except the SEC registration fee and the NYSE listing fee.

PROSPECTUS

KNOT Offshore Partners LP

Common Units Representing Limited Partner Interests

Other Classes of Units Representing Limited Partner Interests

Options

Warrants

Rights

Debt Securities

We may from time to time, in one or more offerings,

offer and sell common units and other units representing limited partner interests in KNOT Offshore Partners LP, as well as options, warrants

or rights to purchase common units or other classes of units or any combination thereof, and the debt securities described in this prospectus.

We refer to the common units and other units representing limited partner interests in KNOT Offshore Partners LP, the options, warrants

and rights to purchase common units or other classes of units and the debt securities collectively as the “securities.” the

aggregate initial offering price of all securities sold by us under this prospectus will not exceed $750 million.

Knutsen NYK Offshore Tankers AS, the selling unitholder,

may from time to time, in one or more offerings, offer and sell up to 8,567,500 common units. We will not receive any proceeds from the

sale of these common units by the selling unitholder. For a more detailed discussion of the selling unitholder, please read “Selling

Unitholder.”

We or the selling unitholder may offer and sell

these securities in amounts, at prices and on terms to be determined by market conditions and other factors at the time of the offering.

This prospectus describes only the general terms of these securities and the general manner in which we or the selling unitholder will

offer the securities. The specific terms of any securities we or the selling unitholder offer will be included in a supplement to this

prospectus. The prospectus supplement will describe the specific manner in which we or the selling unitholder will or the selling unitholder

offer the securities and also may add, update or change information contained in this prospectus. The names of any underwriters and the

specific terms of a plan of distribution will be stated in the prospectus supplement.

Our common units are traded on the New York Stock

Exchange (the “NYSE”), under the symbol “KNOP.” We will provide information in the related prospectus supplement

for the trading market, if any, for any securities that may be offered.

Investing in our securities involves risks.

You should carefully consider the risk factors described under “Risk Factors” on page 5 of this prospectus before you

make an investment in our securities.

Neither the Securities and Exchange Commission

nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.

Any representation to the contrary is punishable by law.

The date of this prospectus is September 9,

2020.

TABLE OF CONTENTS

In making your investment decision, you should

rely only on the information contained in this prospectus, any prospectus supplement and the documents we have incorporated by reference

in this prospectus. Neither we nor the selling unitholder have authorized anyone else to give you different information. Neither we nor

the selling unitholder are offering these securities in any state where the offer is not permitted. You should not assume that the information

in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents. We will

disclose any material changes in our affairs in an amendment to this prospectus, a prospectus supplement or a future filing with the Securities

and Exchange Commission (the “SEC”), incorporated by reference in this prospectus.

ABOUT THIS PROSPECTUS

This

prospectus is part of a registration statement that we have filed with the SEC using a “shelf” registration process. Unter

this shelf registration process, we may over time, in one or more offerings, offer and sell up to $750 million in total aggregate offering

price of any combination of the securities described in this prospectus. In addition, the selling unitholder may over time, in one or

more offerings, offer and sell up to 8,567,500 of our common units.

This prospectus provides you with a general description

of KNOT Offshore Partners LP and the securities that are registered hereunder that may be offered by us or the selling unitholder. Each

time we or the selling unitholder sell any securities offered by this prospectus, we will provide a prospectus supplement that will contain

specific information about the terms of that offering and the securities being offered. Because the selling unitholder may be deemed to

be “underwriter” under the Securities Act of 1933, as amended (or the Securities Act), each time the selling unitholder sells

any common units offered by this prospectus, the selling unitholder is required to provide you with this prospectus and the related prospectus

supplement containing specific information about the selling unitholder and the terms of the common units being offered in the manner

required by the Securities Act. Any prospectus supplement may also add, update or change information contained in this prospectus. To

the extent information in this prospectus is inconsistent with the information contained in a prospectus supplement, you should rely on

the information in the prospectus supplement.

The information in this prospectus is accurate

as of its date. Additional information, including our financial statements and the notes thereto, is incorporated in this prospectus by

reference to our reports filed with the SEC. Before you invest in our securities, you should carefully read this prospectus, including

the “Risk Factors,” any prospectus supplement, the information incorporated by reference in this prospectus and any prospectus

supplement (including the documents described under the heading “Where You Can Find More Information” in both this prospectus

and any prospectus supplement) and any additional information you may need to make your investment decision.

Unless the context otherwise requires, references

in this prospectus to “KNOT Offshore Partners LP,” “KNOT Offshore Partners,” the “Partnership,” “we,”

“our,” “us” or similar terms refer to KNOT Offshore Partners LP, a Marshall Islands limited partnership, or any

one or more of its subsidiaries. References in this prospectus to “our general partner” refer to KNOT Offshore Partners GP

LLC, the general partner of the Partnership. References in this prospectus to the “selling unitholder” or to “KNOT”

refer, depending on the context, to Knutsen NYK Offshore Tankers AS and to any one or more of its direct and indirect subsidiaries.

WHERE

YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement

on Form F-3 regarding the securities covered by this prospectus. This prospectus does not contain all of the information found in

the registration statement. For further information regarding us and the securities offered in this prospectus, you may wish to review

the full registration statement, including its exhibits. The SEC maintains an internet site that contains reports, proxy and information

statements, and other information regarding issuers that file electronically with the SEC, including us, which you can access over the

Internet at www.sec.gov. You may also obtain information about us on our website at www.knotoffshorepartners.com. Information

on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus

unless specifically so designated and filed with the SEC. Our common units are traded on the NYSE under the symbol “KNOP.”

We are subject to the information requirements

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, we are required to

file with the SEC annual reports on Form 20-F within four months of our fiscal year-end, and provide to the SEC other material information

on Form 6-K. These reports and other information may be inspected and copied at the public reference facilities maintained by the

SEC or obtained from the SEC’s website as provided above. Our website, also provided above, will make our annual reports on Form 20-F

and our periodic reports filed with the SEC available, free of charge, through our website as soon as reasonably practicable after those

reports are electronically filed with the SEC. Information on our website or any other website is not incorporated by reference into this

prospectus and does not constitute a part of this prospectus.

As a foreign private issuer, we are exempt under

the Exchange Act from, among other things, certain rules prescribing the furnishing and content of proxy statements, and our executive

officers, directors and principal unitholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16

of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the

SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act, including the filing of quarterly

reports or current reports on Form 8-K. However, we intend to make available quarterly reports containing our unaudited interim financial

information for the first three fiscal quarters of each fiscal year.

The SEC allows us to “incorporate by reference”

into this prospectus information that we file with the SEC. This means that we can disclose important information to you without actually

including the specific information in this prospectus by referring you to other documents filed separately with the SEC. The information

incorporated by reference is an important part of this prospectus. Information that we later provide to the SEC, and which is deemed to

be “filed” with the SEC, automatically will update information previously filed with the SEC, and may replace information

in this prospectus.

We incorporate by reference into this prospectus

the documents listed below:

These reports contain important information about

us, our financial condition and our results of operations.

You may obtain any of the documents incorporated

by reference in this prospectus from the SEC through its website.  You also may request a copy of any document incorporated by reference

in this prospectus (excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference in this document),

at no cost, by visiting our website at www.knotoffshorepartners.com, or by writing or calling us at the following address:

KNOT Offshore Partners LP

2 Queen’s Cross

Aberdeen, Aberdeenshire AB15 4YB

Vereinigtes Königreich

+44 1224 618420

You should rely only on the information contained

in or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with

any information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that

the information incorporated by reference or provided in this prospectus or any prospectus supplement is accurate as of any date other

than its respective date.

FORWARD-LOOKING STATEMENTS

This prospectus and the documents we incorporate

by reference contain certain forward-looking statements concerning plans and objectives of management for future operations or economic

performance, or assumptions related thereto. In addition, we and our representatives may from time to time make other oral or written

statements that are also forward-looking statements. Such statements include, in particular, statements about our plans, strategies, business

prospects, changes and trends in our business, and the markets in which we operate. In some cases, you can identify the forward-looking

statements by the use of words such as “may,” “could,” “should,” “would,” “expect,”

“plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,”

“predict,” “propose,” “potential,” “continue” or the negative of these terms or other

comparable terminology. These forward-looking statements reflect management’s current views only as of the date of this prospectus

and are not intended to give any assurance as to future results. As a result, unitholders are cautioned not to rely on any forward-looking

statements.

Forward-looking statements appear in a number

of places in this prospectus and the documents we incorporate by reference and include statements with respect to, among other things:

Forward-looking statements in this prospectus

are made based upon management’s current plans, expectations, estimates, assumptions and beliefs concerning future events impacting

us and therefore involve a number of risks and uncertainties, including those risks discussed in “Risk Factors” and those

risks discussed in reports we file with the SEC. The risks, uncertainties and assumptions involve known and unknown risks and are inherently

subject to significant uncertainties and contingencies, many of which are beyond our control. We caution that forward-looking statements

are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

We undertake no obligation to update any forward-looking

statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence

of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further,

we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause

actual results to be materially different from those contained in any forward-looking statement.

ABOUT KNOT OFFSHORE PARTNERS LP

We are a publicly traded limited partnership formed

on February 21, 2013 to own and operate shuttle tankers under long-term charters. On April 15, 2013, we completed our initial

public offering (our “IPO”). Our fleet currently consists of sixteen shuttle tankers. Knutsen NYK Offshore Tankers AS directly

owns 8,567,500 of our common units, and all of our incentive distribution rights and, through its ownership of our general partner, a

1.85% general partner interest in us and 90,368 additional common units.

We were formed under the laws of the Marshall

Islands and maintain our principal place of business at 2 Queen’s Cross, Aberdeen, Aberdeenshire, AB15 4YB, United Kingdom.

Our telephone number at that address is +44 (0) 1224 618420.

RISK FACTORS

Ein

investment in our securities involves a significant degree of risk. You should carefully consider the risk factors and all of the other

information included in this prospectus, any prospectus supplement and the documents we have incorporated by reference into this prospectus

and any prospectus supplement, including those in “Item 3. Key Information—Risk Factors” in our 2019 Annual Report and those in our report on 6-K for the six months ended June 30, 2020, each, as updated by annual, quarterly and other reports

and documents we file with the SEC after the date of this prospectus and that are incorporated by reference herein, in evaluating an

investment in the securities. If any of these risks were actually to occur, our business, financial condition or results of operations

could be materially adversely affected. When we offer and sell any securities pursuant to a prospectus supplement, we may include additional

risk factors relevant to such securities in the prospectus supplement.

USE OF PROCEEDS

Except as otherwise provided in an applicable

prospectus supplement, we will use the net proceeds we receive from the sale of the securities covered by this prospectus for customary

partnership purposes, including repayment of debt (including debt owed to KNOT), acquisitions, capital expenditures and additions to working

capital.

The actual application of proceeds we receive

from any particular offering of securities using this prospectus will be described in the applicable prospectus supplement relating to

such offering.

We will not receive any of the proceeds from the

sale of common units by the selling unitholder.

CAPITALIZATION

the

following table shows our historical cash and capitalization as of June 30, 2020. This table is derived from our consolidated financial

statements, including accompanying notes, incorporated by reference in this prospectus. You should read this table in conjunction with

the historical financial statements and accompanying notes incorporated by reference into this prospectus and the sections entitled “Operating

and Financial Review and Prospects” in our 2019 Annual Report and “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” in our report on Form 6-K for the six months ended June 30, 2020, each of which

is incorporated by reference herein.

Each prospectus supplement will include updated

information on our capitalization.

DESCRIPTION OF THE COMMON UNITS

For a description of our common units and the

important provisions of our partnership agreement and the rights and privileges of our unitholders, please refer to our registration statement

on Form 8-A/A, filed with the SEC on June 30, 2017, as updated by Exhibit 2.1 to our 2019 Annual Report. A copy of our

partnership agreement is filed as an exhibit to the registration statement of which this prospectus is a part.

As of September 1, 2020, we had 32,694,094 common

units outstanding, of which 21,036,226 are held by the public and 8,657,868 are held by KNOT and its wholly owned subsidiary, KNOT Offshore

GP LLC, our general partner. We also have 3,750,000 Series A Convertible Preferred Units (the “Series A Preferred Units”)

outstanding.

DESCRIPTION OF THE OTHER CLASSES OF UNITS

Our partnership agreement authorizes us to issue

an unlimited number of additional partnership interests and other equity securities for the consideration and with the rights, preferences,

and privileges established by our board of directors without the approval of our common unitholders. As of September 1, 2020, no classes

of limited partner interests were outstanding other than the common units and the Series A Preferred Units.

Should we offer other classes of units under this

prospectus, a prospectus supplement relating to the particular class or series of units offered will include the specific terms of those

units, including, among other things, the following:

The particular terms of any class or series of

units will also be described in the amendment to the operating agreement relating to that class or series of units, which will be filed

as an exhibit to or incorporated by reference in this prospectus at or before the time of issuance of any such class or series of units.

Such units will be fully paid and non-assessable

when issued upon full payment of the purchase price therefor. The transfer agent, registrar, and distributions disbursement agent for

the units will be designated in the applicable prospectus supplement.

DESCRIPTION OF THE OPTIONS

We may issue options for the purchase of common

units or other classes of units or any combination thereof. Our partnership agreement authorizes us to issue an unlimited number of options

to purchase common units or other classes of units for the consideration and with the rights, preferences, and privileges established

by our board of directors without the approval of any of our limited partners. Options may be issued independently or together with other

securities and may be attached to or separate from any offered securities. Each series of options will be issued under a separate option

agreement to be entered into between us and a bank or trust company, as option agent. The option agent will act solely as our agent in

connection with the options and will not have any obligation or relationship of agency or trust for or with any holders or beneficial

owners of options. A copy of the option agreement will be filed with the SEC in connection with the offering of options.

The prospectus supplement relating to a particular

issue of options to purchase common units or other classes of units or any combination thereof will describe the terms of such options,

including, among other things, the following:

Each option will entitle the holder of the option

to purchase at the exercise price set forth in the applicable prospectus supplement the number of common units or other classes of units

being offered. Holders may exercise options at any time up to the close of business on the expiration date set forth in the applicable

prospectus supplement. After the close of business on the expiration date, unexercised options are void. Holders may exercise options

as set forth in the prospectus supplement relating to the options being offered.

Until you exercise your options to purchase our

common units or other classes of units, you will not have any rights as a holder thereof, by virtue of your ownership of the options.

DESCRIPTION OF THE WARRANTS

We may issue warrants for the purchase of common

units or other classes of units or any combination thereof. Our partnership agreement authorizes us to issue an unlimited number of warrants

to purchase common units or other classes of units for the consideration and with the rights, preferences, and privileges established

by our board of directors without the approval of any of our limited partners. Warrants may be issued independently or together with other

securities and may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant

agreement to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent

in connection with the warrants and will not have any obligation or relationship of agency or trust for or with any holders or beneficial

owners of warrants. A copy of the warrant agreement will be filed with the SEC in connection with the offering of warrants.

The prospectus supplement relating to a particular

issue of warrants to purchase common units or other classes of units or any combination of the foregoing will describe the terms of such

warrants, including, among other things, the following:

Each warrant will entitle the holder of the warrant

to purchase the number common units or other classes of units being offered at the exercise price set forth in the applicable prospectus

supplement. Holders may exercise warrants at any time up to the close of business on the expiration date set forth in the applicable prospectus

supplement. After the close of business on the expiration date, unexercised warrants are void. Holders may exercise warrants as set forth

in the prospectus supplement relating to the warrants being offered.

Until you exercise your warrants to purchase our

common units or other classes of units, you will not have any rights as a holder of common units or other classes of units by virtue of

your ownership of warrants.

DESCRIPTION OF THE RIGHTS

We may issue rights to purchase common units or

other classes of units or any combination thereof. Our partnership agreement authorizes us to issue an unlimited number of rights to purchase

common units or other classes of units for the consideration and with the rights, preferences, and privileges established by our board

of directors without the approval of any of our limited partners. These rights may be issued independently or together with any other

securities and may or may not be transferable by the holder receiving the rights. In connection with any offering of such rights, we may

enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers

may be required to purchase any securities remaining unsubscribed for after such offering.

Each series of rights will be issued under a separate

rights agreement, which we will enter into with a bank or trust company, as rights agent, all as set forth in the applicable prospectus

supplement. The rights agent will act solely as our agent in connection with the certificates relating to the rights and will not assume

any obligation or relationship of agency or trust with any holders of rights certificates or beneficial owners of rights. We will file

the rights agreement and the rights certificates relating to each series of rights with the SEC, and incorporate them by reference as

an exhibit to the registration statement of which this prospectus is a part on or before the time we issue a series of rights.

The applicable prospectus supplement will describe

the specific terms of any offering of rights for which this prospectus is being delivered, including, among other things, the following:

The description in the applicable prospectus supplement

of any rights that we may offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable

rights agreement and rights certificate, which will be filed with the SEC.

DESCRIPTION OF THE DEBT SECURITIES

When used in this section, the terms “we,”

“us,” “our” and “issuer” refer to KNOT Offshore Partners LP.

The following is a description of the terms of

the debt securities, which may be either senior debt securities or subordinated debt securities, and which we collectively refer to as

the debt securities. The descriptions below relating to the debt securities and the indentures are summaries of the anticipated provisions

thereof, do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions

of the applicable indenture and any applicable U.S. federal income tax considerations, as well as any applicable modifications of or additions

to the general terms described below in the applicable prospectus supplement. The applicable prospectus supplement may also state that

any of the terms set forth herein are inapplicable to such series of debt securities.

If we offer senior debt securities, we will issue

them under a senior indenture. If we offer subordinated debt securities, we will issue them under a subordinated indenture. A form of

each indenture is filed as an exhibit to the registration statement of which this prospectus is a part. We have not restated either indenture

in its entirety in this description. You should read the relevant indenture because it, and not this description, controls your rights

as holders of the debt securities. Capitalized terms used in the summary have the meanings specified in the indentures.

General

The debt securities will be:

The term “Trustee” as used in this

prospectus shall refer to the trustee under either of the above indentures. The debt securities will be governed by the provisions of

the related indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939 (the “Trust Indenture

Act”).

Specific Terms of Each Series of Debt Securities

The indenture does not limit the total amount

of debt securities that may be issued. Debt securities under the indenture may be issued from time to time in separate series, up to the

aggregate amount authorized for each such series.

We will prepare a prospectus supplement and either

a supplemental indenture or a resolution of our board of directors and an accompanying officers’ certificate relating to any series

of debt securities that we offer, which will include specific terms relating to some or all of the following:

This description of debt securities will be deemed

modified, amended or supplemented by any description of any series of debt securities set forth in a prospectus supplement related to

that series.

The prospectus supplement will also describe any

material U.S. federal income tax consequences or other special considerations regarding the applicable series of debt securities, including

those relating to:

Interest payments may be made by check mailed

to the registered holders of debt securities or, if so stated in the applicable prospectus supplement, at the option of a holder, by wire

transfer to an account designated by the holder.

Unless otherwise provided in the applicable prospectus

supplement, fully registered securities may be transferred or exchanged at the office of the Trustee at which its corporate trust business

is principally administered in the United States, subject to the limitations provided in the indenture, without the payment of any service

charge, other than any applicable tax or governmental charge.

Any funds paid to a paying agent for the payment

of amounts due on any debt securities that remain unclaimed for two years will be returned to the issuer and the holders of the debt securities

must look only to the issuer for payment after that time.

Covenants

Reports

The indenture contains the following covenant

for the benefit of the holders of all series of debt securities:

So long as any debt securities are outstanding,

KNOT Offshore Partners will:

A series of debt securities may contain additional

financial and other covenants. The applicable prospectus supplement will contain a description of any such covenants that are added to

the indenture specifically for the benefit of holders of a particular series.

Events of Default, Remedies and Notice

Events of Default

Each of the following events will be an “Event

of Default” under the indenture with respect to a series of debt securities:

Exercise of Remedies

If an Event of Default, other than an Event of

Default described in the fifth bullet point above, occurs and is continuing, the Trustee or the holders of at least 25.0% in principal

amount of the outstanding debt securities of that series may declare the entire principal of, premium, if any, and accrued and unpaid

interest, if any, on all the debt securities of that series to be due and payable immediately.

A default under the fourth bullet point above

will not constitute an Event of Default until the Trustee or the holders of at least 25.0% in principal amount of the outstanding debt

securities of that series notify us of the default and such default is not cured within 60 days after receipt of such notice.

If an Event of Default described in the fifth

bullet point above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all outstanding debt

securities of all series will become immediately due and payable without any declaration of acceleration or other act on the part of the

Trustee or any holders.

The holders of a majority in principal amount

of the outstanding debt securities of a series may:

If an Event of Default occurs and is continuing,

the Trustee will be under no obligation, except as otherwise provided in the indenture, to exercise any of the rights or powers under

the indenture at the request or direction of any of the holders unless such holders have offered to the Trustee reasonable indemnity or

security against any costs, liability or expense. No holder may pursue any remedy with respect to the indenture or the debt securities

of any series, except to enforce the right to receive payment of principal, premium or interest when due, unless:

The holders of a majority in principal amount

of the outstanding debt securities of a series have the right, subject to certain restrictions, to direct the time, method and place of

conducting any proceeding for any remedy available to the Trustee or of exercising any right or power conferred on the Trustee with respect

to that series of debt securities. The Trustee, however, may refuse to follow any direction that:

Notice of Event of Default

Within 30 days after the occurrence of an Event

of Default, we are required to give written notice to the Trustee and indicate the status of the default and what action we are taking

or propose to take to cure the default. In addition, we are required to deliver to the Trustee, within 120 days after the end of each

fiscal year, a compliance certificate indicating that we have complied with all covenants contained in the indenture or whether any default

or Event of Default has occurred during the previous year.

If an Event of Default occurs and is continuing

and is known to the Trustee, the Trustee must mail to each holder a notice of the Event of Default by the later of 90 days after the Event

of Default occurs or 30 days after the Trustee knows of the Event of Default. Except in the case of a default in the payment of principal,

premium or interest with respect to any debt securities, the Trustee may withhold such notice, but only if and so long as the board of

directors, the executive committee or a committee of directors or responsible officers of the Trustee in good faith determines that withholding

such notice is in the interests of the holders.

Amendments and Waivers

The issuer may amend the indenture without the

consent of any holder of debt securities to:

In addition, the issuer may amend the indenture

if the holders of a majority in aggregate principal amount of all debt securities of each series that would be affected then outstanding

under the indenture consent to it. The issuer may not, however, without the consent of each holder of outstanding debt securities of each

series that would be affected, amend the indenture to:

The consent of the holders is not necessary under

the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the

proposed amendment. After an amendment under the indenture becomes effective, the issuer is required to mail to all holders a notice briefly

describing the amendment. The failure to give, or any defect in, such notice, however, will not impair or affect the validity of the amendment.

The holders of a majority in aggregate principal

amount of the outstanding debt securities of each affected series, on behalf of all such holders, and subject to certain rights of the

Trustee, may waive:

except that such majority of holders may not waive a default: (i) in

the payment of principal, premium or interest or (ii) in respect of a provision that under the indenture cannot be amended without,

in the case of either (i) or (ii), the consent of all holders of the series of debt securities that is affected.

Defeasance

At any time, the issuer may terminate, with respect

to debt securities of a particular series, all of its obligations under such series of debt securities and the indenture, which we call

a “legal defeasance.” If the issuer decides to make a legal defeasance, however, the issuer may not terminate its obligations:

If the issuer exercises its legal defeasance option,

any guarantee will terminate with respect to that series of debt securities.

At any time the issuer may also effect a “covenant

defeasance,” which means it has elected to terminate its obligations under covenants applicable to a series of debt securities and

described in the prospectus supplement applicable to such series, other than as described in such prospectus supplement.

The legal defeasance option may be exercised notwithstanding

a prior exercise of the covenant defeasance option. If the legal defeasance option is exercised, payment of the affected series of debt

securities may not be accelerated because of an Event of Default with respect to that series. If the covenant defeasance option is exercised,

payment of the affected series of debt securities may not be accelerated because of an Event of Default specified in the fourth or fifth

bullet points under “—Events of Default” above or an Event of Default that is added specifically for such series and

described in a prospectus supplement.

In order to exercise either defeasance option,

the issuer must:

No Personal Liability

None of the past, present or future partners,

incorporators, managers, members, directors, officers, employees or unitholders of the issuer or our general partner will have any liability

for the obligations of the issuer under either indenture or the debt securities or for any claim based on such obligations or their creation.

By accepting a debt security, each holder will

be deemed to have waived and released all such liability. This waiver and release are part of the consideration for our issuance of the

debt securities. This waiver may not be effective, however, to waive liabilities under the federal securities laws and it is the view

of the SEC that such a waiver is against public policy.

Provisions Relating only to the Senior Debt Securities

The senior debt securities will rank equally in

right of payment with all of our other senior and unsubordinated debt. The senior debt securities will be effectively subordinated, however,

to all of our secured debt to the extent of the value of the collateral for that debt. We will disclose the amount of our secured debt

in the prospectus supplement.

Provisions Relating only to the Subordinated Debt Securities

Subordinated Debt Securities Subordinated to Senior Indebtedness

The subordinated debt securities will rank junior

in right of payment to all of the Senior Indebtedness of KNOT Offshore Partners. “Senior Indebtedness” will be defined in

a supplemental indenture or authorizing resolutions respecting any issuance of a series of subordinated debt securities, and the definition

will be set forth in the prospectus supplement.

Payment Blockages

The subordinated indenture will provide that no

payment of principal, interest and any premium on the subordinated debt securities may be made in the event:

No Limitation on Amount of Senior Debt

The subordinated indenture will not limit the

amount of Senior Indebtedness that KNOT Offshore Partners may incur, unless otherwise indicated in the applicable prospectus supplement.

Book Entry, Delivery and Form

A series of debt securities may be issued in the

form of one or more global certificates deposited with a depositary. We expect that The Depository Trust Company, New York, New York (“DTC”)

will act as depositary. If a series of debt securities is issued in book-entry form, one or more global certificates will be issued and

deposited with or on behalf of DTC and physical certificates will not be issued to each holder. A global security may not be transferred

unless it is exchanged in whole or in part for a certificated security, except that DTC, its nominees and their successors may transfer

a global security as a whole to one another.

DTC will keep a computerized record of its participants,

such as a broker, whose clients have purchased the debt securities. The participants will then keep records of their clients who purchased

the debt securities. Beneficial interests in global securities will be shown on, and transfers of beneficial interests in global securities

will be made only through, records maintained by DTC and its participants.

DTC advises us that it is:

DTC is owned by a number of its participants and by the NYSE and the

Financial Industry Regulatory Authority (“FINRA”). The rules that apply to DTC and its participants are on file with

the SEC.

DTC holds securities that its participants deposit

with DTC. DTC also records the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities

through computerized records for participants’ accounts. This eliminates the need to exchange certificates. Participants include

securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations.

Principal, premium, if any, and interest payments

due on the global securities will be wired to DTC’s nominee. The issuer, the Trustee and any paying agent will treat DTC’s

nominee as the owner of the global securities for all purposes. Accordingly, the issuer, the Trustee and any paying agent will have no

direct responsibility or liability to pay amounts due on the global securities to owners of beneficial interests in the global securities.

It is DTC’s current practice, upon receipt

of any payment of principal, premium, if any, or interest, to credit participants’ accounts on the payment date according to their

respective holdings of beneficial interests in the global securities as shown on DTC’s records. In addition, it is DTC’s current

practice to assign any consenting or voting rights to participants, whose accounts are credited with debt securities on a record date,

by using an omnibus proxy.

Payments by participants to owners of beneficial

interests in the global securities, as well as voting by participants, will be governed by the customary practices between the participants

and the owners of beneficial interests, as is the case with debt securities held for the account of customers registered in “street

name.” Payments to holders of beneficial interests are the responsibility of the participants and not of DTC, the Trustee or us.

Beneficial interests in global securities will

be exchangeable for certificated securities with the same terms in authorized denominations only if:

The Trustee

A separate trustee may be appointed for any series

of debt securities. We may maintain banking and other commercial relationships with the Trustee and its affiliates in the ordinary course

of business, and the Trustee may own debt securities.

Governing Law

The indenture and the debt securities will be

governed by, and construed in accordance with, the laws of the State of New York.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of the material

U.S. federal income tax considerations that may be relevant to current and prospective common unitholders and, unless otherwise noted

in the following discussion, is the opinion of Baker Botts L.L.P., our U.S. counsel, insofar as it contains legal conclusions with respect

to matters of U.S. federal income tax law. The opinion of our counsel is dependent on the accuracy of factual representations made by

us to them, including descriptions of our operations contained herein. Statements contained herein that “we believe,” “we

expect” or similar phrases are not legal conclusions or opinions of counsel.

This discussion is based upon provisions of the

Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury Regulations (“Treasury Regulations”), and

current administrative rulings and court decisions, all as in effect or existence on the date of this prospectus and all of which are

subject to change, possibly with retroactive effect. Changes in these authorities may cause the tax consequences of unit ownership to

vary substantially from the consequences described below. Unless the context otherwise requires, references in this section to “we,”

“our” or “us” are references to KNOT Offshore Partners LP.

The following discussion applies only to beneficial

owners of common units that own the common units as “capital assets” within the meaning of Section 1221 of the Code (i.e.,

generally, for investment purposes) and is not intended to be applicable to all categories of investors, such as unitholders subject to

special tax rules ( e.g. , financial institutions, insurance companies, broker-dealers, tax-exempt organizations, retirement

plans or individual retirement accounts, persons who own (actually or constructively) 10.0% or more of the voting power or value of our

equity, or former citizens or long-term residents of the United States), persons who will hold the units as part of a straddle, conversion,

constructive sale or other integrated transaction for U.S. federal income tax purposes, or persons that have a functional currency other

than the U.S. dollar, each of whom may be subject to tax rules that differ significantly from those summarized below. If a partnership

or other entity or arrangement classified as a partnership for U.S. federal income tax purposes holds our common units, the tax treatment

of its partners generally will depend upon the status of the partner and the activities of the partnership. If you are a partner in a

partnership holding our common units, you should consult your own tax advisor regarding the tax consequences to you of the partnership’s

ownership of our common units.

No ruling has been or will be requested from the

Internal Revenue Service (the “IRS”) regarding any matter affecting us or our current and prospective unitholders. The opinions

and statements made herein may be challenged by the IRS and, if so challenged, may not be sustained upon review in a court.

This discussion does not contain information regarding

any U.S. state, local, estate, gift or alternative minimum tax considerations concerning the ownership or disposition of common units.

This discussion does not comment on all aspects of U.S. federal income taxation that may be important to particular unitholders in light

of their individual circumstances, and each current and prospective unitholder is urged to consult its own tax advisor regarding the U.S.

federal, state, local and other tax consequences of the ownership or disposition of common units.

Election to be Treated as a Corporation

We have elected to be treated as a corporation

for U.S. federal income tax purposes. As a result, U.S. Holders (as defined below) will not be directly subject to U.S. federal income

tax on our income, but rather will be subject to U.S. federal income tax on distributions received from us and dispositions of units as

described below.

U.S. Federal Income Taxation of U.S. Holders

As used herein, the term “U.S. Holder”

means a beneficial owner of our common units that is:

Distributions

Subject to the discussion below of the rules applicable

to passive foreign investment companies (“PFICs”), any distributions to a U.S. Holder made by us with respect to our common

units generally will constitute dividends to the extent of our current and accumulated earnings and profits, as determined under U.S.

federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capital

to the extent of the U.S. Holder’s tax basis in its common units and, thereafter, as capital gain. U.S. Holders that are corporations

generally will not be entitled to claim a dividends-received deduction with respect to distributions they receive from us. Dividends

received with respect to our common units generally will be treated as “passive category income” for purposes of computing

allowable foreign tax credits for U.S. federal income tax purposes.

Dividends received with respect to our common

units by a U.S. Holder that is an individual, trust or estate (a “U.S. Individual Holder”) generally will be treated as “qualified

dividend income,” which is taxable to such U.S. Individual Holder at preferential tax rates provided that: (1) our common units

are readily tradable on an established securities market in the United States (such as the NYSE, on which our common units are traded);

(2) we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (which we

do not believe we are, have been or will be, as discussed below under “—PFIC Status and Significant Tax Consequences”);

(3) the U.S. Individual Holder has owned the common units for more than 60 days during the 121-day period beginning 60 days before

the date on which the common units become ex-dividend (and has not entered into certain risk limiting transactions with respect to such

common units); and (4) the U.S. Individual Holder is not under an obligation to make related payments with respect to positions in

substantially similar or related property. Because of the uncertainty of these matters, including whether we are or will be a PFIC, there

is no assurance that any dividends paid on our common units will be eligible for these preferential rates in the hands of a U.S. Individual

Holder, and any dividends paid on our common units that are not eligible for these preferential rates will be taxed as ordinary income

to a U.S. Individual Holder.

Special rules may apply to any amounts received

in respect of our common units that are treated as “extraordinary dividends.” In general, an extraordinary dividend is a dividend

with respect to a common unit that is equal to or in excess of 10.0% of a unitholder’s adjusted tax basis (or fair market value

upon the unitholder’s election) in such common unit. In addition, extraordinary dividends include dividends received within a one-year

period that, in the aggregate, equal or exceed 20.0% of a unitholder’s adjusted tax basis (or fair market value). If we pay an “extraordinary

dividend” on our common units that is treated as “qualified dividend income,” then any loss recognized by a U.S. Individual

Holder from the sale or exchange of such common units will be treated as long-term capital loss to the extent of the amount of such dividend.

Sale, Exchange or Other Disposition of Common Units

Subject to the discussion of PFIC status below,

a U.S. Holder generally will recognize capital gain or loss upon a sale, exchange or other disposition of our units in an amount equal

to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s

adjusted tax basis in such units. The U.S. Holder’s initial tax basis in its units generally will be the U.S. Holder’s purchase

price for the units and that tax basis will be reduced (but not below zero) by the amount of any distributions on the units that are treated

as non-taxable returns of capital (as discussed above under “—Distributions”). Such gain or loss will be treated as

long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale, exchange or

other disposition. Certain U.S. Holders (including individuals) may be eligible for preferential rates of U.S. federal income tax in respect

of long-term capital gains. A U.S. Holder’s ability to deduct capital losses is subject to limitations. Such capital gain or loss

generally will be treated as U.S. source income or loss, as applicable, for U.S. foreign tax credit purposes.

Medicare Tax on Net Investment Income

Certain U.S. Holders, including individuals, estates

and trusts, will be subject to an additional 3.8% Medicare tax on, among other things, dividends and capital gains from the sale or other

disposition of equity interests. For individuals, the additional Medicare tax applies to the lesser of (1) “net investment

income” or (2) the excess of “modified adjusted gross income” over $200,000 ($250,000 if married and filing jointly

or $125,000 if married and filing separately). “Net investment income” generally equals the taxpayer’s gross investment

income reduced by deductions that are allocable to such income. Unitholders should consult their tax advisors regarding the implications

of the additional Medicare tax resulting from their ownership and disposition of our common units.

PFIC Status and Significant Tax Consequences

Adverse U.S. federal income tax rules apply

to a U.S. Holder that owns an equity interest in a non-U.S. corporation that is classified as a PFIC for U.S. federal income tax purposes.

In general, we will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which the holder held our common units,

either:

Income earned, or treated as earned (for U.S.

federal income tax purposes), by us in connection with the performance of services would not constitute passive income. By contrast, rental

income generally would constitute “passive income” unless we were treated as deriving that rental income in the active conduct

of a trade or business under the applicable rules.

Based

on our current and projected methods of operation, and an opinion of counsel, we do not believe that we were a PFIC for the 2019 taxable

year and we expect that we will not be a PFIC for our current or any future taxable year. We have received an opinion of our U.S. counsel,

Baker Botts L.L.P., in support of this position that concludes that the income our subsidiaries earn from certain of our present time-chartering

activities should not constitute passive income for purposes of determining whether we are a PFIC. In addition, we have represented to

our U.S. counsel that more than 25.0% of our gross income for the 2019 taxable year arose, and we expect that more than 25.0% of our gross

income for our current taxable year and each future year will arise, from such time charters or other income our U.S. counsel has opined

does not constitute passive income, and more than 50.0% of the average value of our assets for each such year was or will be held

for the production of such nonpassive income. Assuming the accuracy of representations we have made to our U.S. counsel for purposes of

their opinion, our U.S. counsel is of the opinion that we should not be a PFIC for the 2019 taxable year, and assuming the composition

of our income and assets is consistent with these expectations for our current and future years, we should not be a PFIC for our current

and any future year.

Our U.S. counsel has indicated to us that the

conclusions described above are not free from doubt. While there is legal authority supporting our conclusions, including IRS pronouncements

concerning the characterization of income derived from time charters as services income, the United States Court of Appeals for the Fifth

Circuit (the “Fifth Circuit”) held in Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir. 2009) that income derived

from certain marine time charter agreements should be treated as rental income rather than services income for purposes of a “foreign

sales corporation” provision of the Code. In that case, the Fifth Circuit did not address the definition of passive income or the

PFIC rules; however, the reasoning of the case could have implications as to how the income from a time charter would be classified under

such rules. If the reasoning of this case were extended to the PFIC context, the gross income we derive or are deemed to derive from our

time-chartering activities may be treated as rental income, and we would likely be treated as a PFIC. The IRS has announced its nonacquiescence

with the Fifth Circuit’s holding in Tidewater and its position that the marine time charter agreements at issue in Tidewater

should be treated as service contracts.

Distinguishing between arrangements treated as

generating rental income and those treated as generating services income involves weighing and balancing competing factual considerations,

and there is no legal authority under the PFIC rules addressing our specific method of operation. Conclusions in this area therefore

remain matters of interpretation. We are not seeking a ruling from the IRS on the treatment of income generated from our time-chartering

operations. Thus, it is possible that the IRS or a court could disagree with this position. In addition, although we intend to conduct

our affairs in a manner to avoid being classified as a PFIC with respect to our current or any future taxable year, we cannot assure unitholders

that the nature of our operations will not change and that we will not become a PFIC in our current or any future taxable year.

As discussed more fully below, if we were to be

treated as a PFIC for any taxable year in which a U.S. Holder holds our common units (and regardless of whether we remain a PFIC over

the subsequent taxable years), such U.S. Holder should be subject to different taxation rules depending on whether such U.S. Holder

makes an election to treat us as a “Qualified Electing Fund,” which we refer to as a “QEF election.” As an alternative

to making a QEF election, a U.S. Holder should be able to make a “mark-to-market” election with respect to our common units,

as discussed below. In addition, if a U.S. Holder owns our common units during any taxable year that we are a PFIC, such holder must file

an annual report with the IRS.

Taxation of U.S. Holders Making a Timely QEF Election

If a U.S. Holder makes a timely QEF election (an

“Electing Holder”), then, for U.S. federal income tax purposes, that Electing Holder must report as income for its taxable

year its pro rata share of our ordinary earnings and net capital gain, if any, for our taxable years that end with or within the taxable

year for which that holder is reporting, regardless of whether or not the Electing Holder received distributions from us in that year.

The Electing Holder’s adjusted tax basis in the common units will be increased to reflect taxed but undistributed earnings and profits.

Distributions of earnings and profits that were previously taxed will result in a corresponding reduction in the Electing Holder’s

adjusted tax basis in common units and will not be taxed again once distributed. An Electing Holder generally will recognize capital gain

or loss on the sale, exchange or other disposition of our common units. A U.S. Holder makes a QEF election with respect to any year that

we are a PFIC by filing IRS Form 8621 with its U.S. federal income tax return. If, contrary to our expectations, we determine that

we are treated as a PFIC for any taxable year, we will provide each U.S. Holder with the information necessary to make the QEF election

described above. Although the QEF election is available with respect to subsidiaries, in the event we acquire or own a subsidiary in the

future that is treated as a PFIC, no assurances can be made that we will be able to provide U.S. Holders with the necessary information

to make the QEF election with respect to such subsidiary.

Taxation of U.S. Holders Making a “Mark-to-Market”

Election

If we were to be treated as a PFIC for any

taxable year in which a U.S. Holder holds our common units and, as we anticipate, our common units were treated as “marketable

stock,” then, as an alternative to making a QEF election, such U.S. Holder would be allowed to make a

“mark-to-market” election with respect to our common units, provided the U.S. Holder completes and files IRS

Form 8621 in accordance with the relevant instructions and related Treasury Regulations. If that election is made, the U.S.

Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the U.S.

Holder’s common units at the end of the taxable year over the holder’s

adjusted tax basis in the common units. The U.S. Holder also would be permitted an ordinary loss in respect of the excess, if any,

of the U.S. Holder’s adjusted tax basis in the common units over the fair market value thereof at the end of the taxable year,

but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S.

Holder’s tax basis in its common units would be adjusted to reflect any such income or loss recognized. Gain recognized on the

sale, exchange or other disposition of our common units would be treated as ordinary income, and any loss recognized on the sale,

exchange or other disposition of the common units would be treated as ordinary loss to the extent that such loss does not exceed the

net mark-to-market gains previously included in income by the U.S. Holder. The mark-to-market election generally will not be

available with respect to subsidiaries. Accordingly, in the event we acquire or own a subsidiary in the future that is treated as a

PFIC, the mark-to-market election generally will not be available with respect to such subsidiary.

Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market

Election

If we were to be treated as a PFIC for any taxable

year in which a U.S. Holder holds our common units and such U.S. Holder does not make either a QEF election or a “mark-to-market”

election for that year (a “Non-Electing Holder”), then such Non-Electing Holder would be subject to special rules resulting

in increased tax liability with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing

Holder on our common units in a taxable year in excess of 125.0% of the average annual distributions received by the Non-Electing Holder

in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for the common units) and (2) any

gain realized on the sale, exchange or other disposition of the units. Under these special rules:

If we were treated as a PFIC for any taxable year

and a Non-Electing Holder who is an individual dies while owning our common units, such holder’s successor generally would not receive

a step-up in tax basis with respect to such units.

U.S. Federal Income Taxation of Non-U.S. Holders

A beneficial owner of our common units (other

than a partnership or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder

is referred to as a “Non-U.S. Holder.” If you are a partner in a partnership (or an entity or arrangement treated as a partnership

for U.S. federal income tax purposes) holding our common units, you should consult your own tax advisor regarding the tax consequences

to you of the partnership’s ownership of our common units.

Distributions

Distributions

we pay to a Non-U.S. Holder will not be subject to U.S. federal income tax or withholding tax if the Non-U.S. Holder is not engaged in

a U.S. trade or business. If the Non-U.S. Holder is engaged in a U.S. trade or business, our distributions will be subject to U.S. federal

income tax to the extent they constitute income effectively connected with the Non-U.S. Holder’s U.S. trade or business (provided,

in the case of a Non-U.S. Holder entitled to the benefits of an income tax treaty with the United States, such distributions also are

attributable to a U.S. permanent establishment). The after-tax amount of any effectively connected dividends received by a corporate Non-U.S.

Holder may also be subject to an additional U.S. branch profits tax at a 30.0% rate (or, if applicable, a lower treaty rate).

Disposition of Units

In

general, a Non-U.S. Holder is not subject to U.S. federal income tax or withholding tax on any gain resulting from the disposition of

our common units provided the Non-U.S. Holder is not engaged in a U.S. trade or business. A Non-U.S. Holder that is engaged in a U.S.

trade or business will be subject to U.S. federal income tax in the event the gain from the disposition of units is effectively connected

with the conduct of such U.S. trade or business (provided, in the case of a Non-U.S. Holder entitled to the benefits of an income tax

treaty with the United States, such gain also is attributable to a U.S. permanent establishment). The after-tax amount of any effectively

connected gain of a corporate Non-U.S. Holder may also be subject to an additional U.S. branch profits tax at a rate of 30.0% (or, if

applicable, a lower treaty rate). However, even if not engaged in a U.S. trade or business, individual Non-U.S. Holders may be

subject to tax on gain resulting from the disposition of our common units if they are present in the United States for 183 days or more

during the taxable year in which those units are disposed and they meet certain other requirements.

Backup Withholding and Information Reporting

In general, payments to a non-corporate U.S. Holder

of distributions or the proceeds of a disposition of common units will be subject to information reporting. These payments to a non-corporate

U.S. Holder also may be subject to backup withholding if the non-corporate U.S. Holder:

Non-U.S. Holders may be required to establish

their exemption from information reporting and backup withholding by certifying their status on a properly completed IRS Form W-8BEN,

W-8BEN-E, W-8ECI or W-8IMY (or successor form), as applicable.

Backup withholding is not an additional tax. Rather,

a unitholder generally may obtain a credit for any amount withheld against its liability for U.S. federal income tax (and obtain a refund

of any amounts withheld in excess of such liability) by timely filing a U.S. federal income tax return with the IRS.

In addition, individual citizens or residents

of the United States holding certain “foreign financial assets” (which generally includes stock and other securities issued

by a foreign person unless held in an account maintained by a financial institution) that exceed certain thresholds (the lowest being

holding foreign financial assets with an aggregate value in excess of: (1) $50,000 on the last day of the tax year or (2) $75,000

at any time during the tax year) are required to report information relating to such assets. Significant penalties may apply for failure

to satisfy the reporting obligations described above. Unitholders should consult their tax advisors regarding their reporting obligations,

if any, that would result from their purchase, ownership or disposition of our units.

NON-UNITED STATES TAX CONSIDERATIONS

Unless the context otherwise requires, references

in this section to “we,” “our” or “us” are references to KNOT Offshore Partners LP.

Marshall Islands Tax Consequences

The following discussion is based upon the opinion

of Watson Farley & Williams LLP, our counsel as to matters of the laws of the Republic of the Marshall Islands, and the current

laws of the Republic of the Marshall Islands applicable to persons who are not citizens of and do not reside in, maintain offices in or

engage in business or conduct transactions or operations in the Republic of the Marshall Islands.

Because we and our subsidiaries do not and do

not expect to carry on business or conduct transactions or operations in the Republic of the Marshall Islands, and because all documentation

related to this offering will be executed outside of the Republic of the Marshall Islands, under current Marshall Islands law you will

not be subject to Marshall Islands taxation or withholding on distributions, including upon distribution treated as a return of capital,

we make to you as a unitholder. In addition, you will not be subject to Marshall Islands stamp, capital gains or other taxes on the purchase,

ownership or disposition of common units, and you will not be required by the Republic of the Marshall Islands to file a tax return relating

to your ownership of common units.

Norwegian Tax Consequences

The following discussion is based upon the opinion

of Advokatfirmaet Thommessen AS, our counsel as to taxation matters under the laws of the Kingdom of Norway that may be relevant to current

and prospective unitholders who are persons not resident in Norway for taxation purposes (“Non-Norwegian Holders”).

The discussion that follows is based upon existing

Norwegian legislation and current Norwegian Tax Administration practice as of the date of this prospectus. Changes in these authorities

may cause the tax consequences to vary substantially from the consequences of unit ownership described below.

Current and prospective unitholders who are resident

in Norway for taxation purposes are urged to consult their own tax advisors regarding the potential Norwegian tax consequences to them

of an investment in our common units. For this purpose, a company incorporated outside of Norway will be treated as resident in Norway

in the event its central management and control is carried out in Norway.

Taxation of Non-Norwegian Holders

Under the Norwegian Tax Act on Income and Wealth,

Non-Norwegian Holders will not be subject to any taxes in Norway on income or profits in respect of the acquisition, holding, disposition

or redemption of the common units, provided that:

A Non-Norwegian Holder that carries on a business

in Norway through a partnership is subject to Norwegian tax on income derived from the business if managed from Norway or carried on by

the Partnership in Norway.

While we expect to conduct our affairs in such

a manner that our business will not be treated as managed from or carried on in Norway at any time in the future, this determination is

dependent upon the facts existing at such time, including (but not limited to) the place where our board of directors meets and the place

where our management makes decisions or takes certain actions affecting our business. Our Norwegian tax counsel has advised us regarding

certain measures we can take to limit the risk that our business may be treated as managed from or carried on in Norway and has concluded

that, provided we adopt these measures and otherwise conduct our affairs in a manner consistent with our Norwegian tax counsel’s

advice, which we intend to do, our business should not be treated as managed from or carried on in Norway for taxation purposes, and consequently,

Non-Norwegian Holders should not be subject to tax in Norway solely by reason of the acquisition, holding, disposition or redemption of

their common units. Nonetheless, there is no legal authority addressing our specific circumstances, and conclusions in this area remain

matters of interpretation. Thus, it is possible that the Norwegian taxation authority could challenge, or a court could disagree with,

our position.

While we do not expect it to be the case, if the

arrangements we propose to enter into result in our being considered to carry on business in Norway for the purposes of the Norwegian

Tax Act on Income and Wealth, unitholders would be considered to be carrying on business in Norway and would be required to file tax returns

with the Norwegian Tax Administration and, subject to any relief provided in any relevant double taxation treaty (including, in the case

of holders resident in the United States, the U.S.-Norway Tax Treaty), would be subject to taxation in Norway on any income considered

to be attributable to the business carried on in Norway.

United Kingdom Tax Consequences

The following is a discussion of the material

United Kingdom tax consequences that may be relevant to current and prospective unitholders who are persons not resident, and not domiciled

in the United Kingdom for taxation purposes and who do not acquire their units as part of a trade, profession or vocation carried on in

the United Kingdom (“Non-UK Holders”).

Current and prospective unitholders who are, or

have been, resident or domiciled in the United Kingdom for taxation purposes, or who hold their units through a trade, profession or vocation

in the United Kingdom are urged to consult their own tax advisors regarding the potential United Kingdom tax consequences to them of an

investment in our common units and are responsible for filing their own UK tax returns and paying any applicable UK taxes (which may be

due on amounts received by us but not distributed). The discussion that follows is based upon current United Kingdom tax law and what

is understood to be the current practice of Her Majesty’s Revenue and Customs as at the date of this prospectus, both of which are

subject to change, possibly with retrospective effect.

Taxation

of income and disposals . We expect to conduct our affairs so that Non-UK Holders should not be subject to United Kingdom income

tax, capital gains tax or corporation tax on income or gains arising from the Partnership. Distributions may be made to Non-UK Holders

without withholding or deduction for or on account of United Kingdom income tax.

Stamp

taxes . No liability to United Kingdom stamp duty or stamp duty reserve tax should arise in connection with the issue of units

to unitholders or the transfer of units in the Partnership.

EACH CURRENT AND PROSPECTIVE UNITHOLDER IS URGED TO CONSULT ITS OWN

TAX COUNSEL OR OTHER ADVISOR WITH REGARD TO THE LEGAL AND TAX CONSEQUENCES OF UNIT OWNERSHIP UNDER ITS PARTICULAR CIRCUMSTANCES.

PLAN OF DISTRIBUTION

The securities offered pursuant to this prospectus

and any accompanying prospectus supplement may be sold in any of the following ways:

The applicable prospectus supplement relating

to the securities will set forth, among other things:

We will fix a price or prices of our securities

at:

We may change the price of the securities offered

from time to time.

We, or agents designated by us, may directly solicit,

from time to time, offers to purchase the securities. Any such agent may be deemed to be an underwriter as that term is defined in the

Securities Act. We will name any agents involved in the offer or sale of the securities and describe any commissions payable by us to

these agents in the prospectus supplement. Unless otherwise indicated in the prospectus supplement, these agents will be acting on a best

efforts basis for the period of their appointment. The agents may be entitled under agreements which may be entered into with us to indemnification

by us against specific civil liabilities, including liabilities under the Securities Act. The agents may also be our customers or may

engage in transactions with or perform services for us in the ordinary course of business.

If we or the selling unitholder utilize any underwriters

in the sale of the securities in respect of which this prospectus is delivered, we and, if applicable, the selling unitholder will enter

into an underwriting agreement with the underwriters at the time of sale to them. We will set forth the names of these underwriters and

the terms of the transaction in the prospectus supplement, which will be used by the underwriters to make resales of the securities in

respect of which this prospectus is delivered to the public. We and, if applicable, the selling unitholder may indemnify the underwriters

under the relevant underwriting agreement against specific civil liabilities, including liabilities under the Securities Act. Certain

of the underwriters and their affiliates may also be our customers or may engage in transactions with or perform services for us in the

ordinary course of business.

In compliance with the guidelines of FINRA, the

maximum compensation to be paid to underwriters participating in any offering made pursuant to this prospectus will not exceed 8% of the

gross proceeds from that offering.

If we utilize a dealer in the sale of the

securities in respect of which this prospectus is delivered, we will sell those securities to the dealer, as principal. The dealer

may then resell those securities to the public at varying prices to be determined by the dealer at the time of resale. We may

indemnify the dealers against specific liabilities, including liabilities under the Securities Act. The dealers may also be our

customers or may engage in transactions with, or perform services for us in the ordinary course of business.

Offers to purchase securities may be solicited

directly by us and the sale thereof may be made by us directly to institutional investors or others, who may be deemed to be underwriters

within the meaning of the Securities Act with respect to any resale thereof. The terms of any such sales will be described in the prospectus

supplement relating thereto. We may use electronic media, including the internet, to sell offered securities directly.

We may offer our common units into an existing

trading market on the terms described in the prospectus supplement relating thereto. Underwriters, dealers and agents who participate

in any at-the-market offerings will be described in the prospectus supplement relating thereto.

To the extent required, this prospectus may be

amended or supplemented from time to time to describe a specific plan of distribution. The place and time of delivery for the securities

in respect of which this prospectus is delivered will be set forth in the accompanying prospectus supplement.

In connection with offerings of securities under

the registration statement of which this prospectus forms a part and in compliance with applicable law, underwriters, brokers or dealers

may engage in transactions that stabilize or maintain the market price of the securities at levels above those that might otherwise prevail

in the open market. Specifically, underwriters, brokers or dealers may over-allot in connection with offerings, creating a short position

in the securities for their own accounts. For the purpose of covering a syndicate short position or stabilizing the price of the securities,

the underwriters, brokers or dealers may place bids for the securities or effect purchases of the securities in the open market. Finally,

the underwriters may impose a penalty whereby selling concessions allowed to syndicate members or other brokers or dealers for distribution

of the securities in offerings may be reclaimed by the syndicate if the syndicate repurchases previously distributed securities in transactions

to cover short positions, in stabilization transactions or otherwise. These activities may stabilize, maintain or otherwise affect the

market price of the securities, which may be higher than the price that might otherwise prevail in the open market, and, if commenced,

may be discontinued at any time.

SELLING UNITHOLDER

This

prospectus covers the offering for resale from time to time, in one or more offerings, of up to 8,567,500 common units owned by

Knutsen NYK Offshore Tankers AS, the selling unitholder. In addition to holding the common units in us, the selling unitholder also owns

all of our incentive distribution rights and the ownership interests in our general partner. See “About KNOT Offshore Partners LP”

for additional information regarding our relationship with the selling unitholder.

the

following table sets forth information relating to the selling unitholder as of September 1, 2020 based on information supplied

to us by the selling unitholder on or prior to that date. We have not sought to verify such information. Information concerning the selling

unitholder may change over time. The selling unitholder may hold or acquire at any time common units in addition to those offered by this

prospectus and may have acquired additional common units since the date on which the information reflected herein was provided to us.

In addition, the selling unitholder may have sold, transferred or otherwise disposed of some or all of its common units since the date

on which the information reflected herein was provided to us and may in the future sell, transfer or otherwise dispose of some or all

of its common units in private placement transactions exempt from or not subject to the registration requirements of the Securities Act.

The prospectus supplement for any offering or

our common units by the selling unitholder will set forth the following information with respect to the selling unitholder:

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL

LIABILITIES

We are organized under the laws of the Marshall

Islands as a limited partnership. Our general partner is organized under the laws of the Marshall Islands as a limited liability company.

The Marshall Islands has a less developed body of securities laws as compared to the United States and provides protections for investors

to a significantly lesser extent.

Most of our directors and officers and those of

our subsidiaries are residents of countries other than the United States. Substantially all of our and our subsidiaries’ assets

and a substantial portion of the assets of our directors and officers are located outside the United States. As a result, it may be difficult

or impossible for U.S. investors to effect service of process within the United States upon us, our directors or officers, our general

partner or our subsidiaries or to realize against us or them judgments obtained in U.S. courts, including judgments predicated upon the

civil liability provisions of the securities laws of the United States or any state in the United States. We have appointed Puglisi &

Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711, as our agent to accept service of process on our behalf in the

United States.

Watson Farley & Williams LLP, our counsel

as to Marshall Islands law, has advised us that there is uncertainty as to whether the courts of the Marshall Islands would (1) recognize

or enforce against us, our general partner, or the directors or officers of such entities judgments of courts of the United States based

on civil liability provisions of applicable U.S. federal and state securities laws or (2) impose liabilities against us, our general

partner or such directors and officers in original actions brought in the Marshall Islands, based on these laws.

Our partnership agreement is governed by Marshall

Islands law. Our partnership agreement requires that any claims, suits, actions or proceedings:

shall be exclusively brought in the Court of Chancery of the State

of Delaware, unless otherwise provided for in the Marshall Islands Limited Partnership Act, in each case regardless of whether such claims,

suits, actions or proceedings arise under laws relating to contract, tort, fraud or otherwise, are based on common law, statutory, equitable,

legal or other grounds, or are derivative or direct claims. By purchasing a unit, a limited partner is irrevocably consenting to these

limitations and provisions regarding claims, suits, actions or proceedings and submitting to the exclusive jurisdiction of the Court of

Chancery of the State of Delaware, unless otherwise provided for in the Marshall Islands Limited Partnership Act, in connection with any

such claims, suits, actions or proceedings. This exclusive forum provision does not apply to actions arising under the Securities Act

or the Exchange Act.

LEGAL

MATTERS

Unless otherwise stated in the applicable prospectus

supplement, (a) the validity of the debt securities under New York law and certain other legal matters will be passed upon for us

by Baker Botts L.L.P. and (b) the validity of the equity securities and certain other legal matters with respect to the laws of the

Republic of the Marshall Islands will be passed upon for us by Watson Farley & Williams LLP. Any underwriters will be advised

about other issues relating to any offering by their own legal counsel.

EXPERTS

The consolidated financial statements of KNOT

Offshore Partners LP appearing in KNOT Offshore Partners LP’s Annual Report (Form 20-F) for the year ended December 31, 2019, and

the effectiveness of KNOT Offshore Partners LP’s internal control over financial reporting as of December 31, 2019 have been audited

by Ernst & Young AS, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated

herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on

the authority of such firm as experts in accounting and auditing.

Ernst & Young AS is located at Dronning

Eufemias Gate 6, 0191 Oslo, Norway.

EXPENSES

The following table sets forth the costs and expenses,

other than the underwriting discounts and commissions, in connection with the issuance and distribution of the securities covered by this

prospectus. All amounts are estimated, except the SEC registration fee.

Up to $100,000,000 Maximum Aggregate Offering

Price of

Common Units Representing Limited Partner Interests

KNOT Offshore Partners LP

PROSPECTUS SUPPLEMENT

B. Riley Securities

August 26, 2021