SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* K SEA INVESTORS LP (Last) (First) (Middle) 520 Madison Avenue (Street) New York NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol K-SEA TRANSPORTATION PARTNERS LP [ KSP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/21/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units representing limited partner interests	01/21/2004		J(1)		540,000	D	$21.943	0	I	See footnote(2)
Subordinated Units representing limited partner interests(3)								4,165,000	I	See footnote(4)

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

1. Name and Address of Reporting Person* K SEA INVESTORS LP (Last) (First) (Middle) 520 Madison Avenue (Street) New York NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FRIEDMAN BRIAN P (Last) (First) (Middle) 520 Madison Avenue (Street) New York NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PARK AVENUE TRANSPORTATION INC (Last) (First) (Middle) 520 Madison Avenue (Street) New York NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NEW K SEA TRANSPORTATION LLC (Last) (First) (Middle) 3245 RICHMOND TERRACE (Street) STATEN ISLAND NY 10303 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The reported securities were redeemed by the Issuer in connection with the exercise by various underwriters of their over-allotment option to purchase additional common units of the Issuer, which option was granted to the underwriters in connection with the initial public offering of the Issuer's common units.

2. These units were owned directly by New K-Sea Transportation LLC, which is a controlled subsidiary of K-Sea Investors L.P. Mr. Friedman owns 51% of Park Avenue Transportation Inc., which is the general partner of K-Sea Investors L.P., and, therefore, may be deemed to have beneficially owned the securities owned by New K-Sea Transportation LLC and its subsidiaries. Mr. Friedman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Friedman is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

3. During the subordination period, the subordinated units will not be entitled to receive any distributions unless certain specified conditions have been met. The subordination period will end after certain financial tests in the Issuer's partnership agreement have been satisfied. The subordination period generally cannot end before December 31, 2008 (although it may end on or after December 31, 2006 with respect to 25% of the subordinated units and on or after December 31, 2007 with respect to an additional 25% of the subordinated units, if certain specified events have occurred).

4. Of the total amount of subordinated units (a) 2,983,182 subordinated units are directly owned by New K-Sea Transportation LLC, and (b) 1,181,818 subordinated units are directly owned by wholly owned subsidiaries of New K-Sea Transportation LLC. Mr. Friedman owns 51% of Park Avenue Transportation Inc., which is the general partner of K-Sea Investors L.P., and, therefore, may be deemed to beneficially own the securities owned by New K-Sea Transportation LLC and its subsidiaries. Mr. Friedman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Friedman is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

As a result of internal company restructuring, on January 14, 2004, New K-Sea Transportation LLC became the direct owner of all the securities previously reported as being directly owned by K-Sea Transportation LLC. In the restructuring, the former wholly owned subsidiaries of K-Sea Transportation LLC merged with wholly owned subsidiaries of New K-Sea Transportation LLC. Mr. Friedman is a member of of the Board of Directors of K-Sea General Partner GP LLC, the general partner of K-Sea General Partner L.P., the general partner of the Issuer.

	Brian P. Friedman, President of Park Avenue Transportation Inc., the general partner of K-Sea Investors L.P.	01/21/2004
	Brian P. Friedman	01/21/2004
	Brian P. Friedman, President of Park Avenue Transportation Inc.	01/21/2004
	Timothy J. Casey, President and Chief Executive Officer of New K-Sea Transportation LLC	01/21/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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