SEC FORM 4

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

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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^*

EW TRANSPORTATION LLC

(Last)

(First)

(Middle)

ONE TOWER CENTER, 17TH FLOOR

(Street)

EAST BRUNSWICK

08816

(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)
02/16/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units representing limited partner interests⁽¹⁾	02/16/2009		M⁽²⁾		900,682	A	⁽³⁾	2,983,182	D
Common Units representing limited partner interests⁽¹⁾	02/16/2009		M⁽²⁾		1,181,818	A	⁽³⁾	1,181,818	I	Held by subsidiaries

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subordinated Units representing limited partner interests	⁽³⁾	02/16/2009		M			900,682	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Units	900,682	$0	0	D
Subordinated Units representing limited partner interests	⁽³⁾	02/16/2009		M			1,181,818	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Units	1,181,818	$0	0	I	Held by subsidiaries

Explanation of Responses:

1. In connection with its initial public offering in January 2004, K-Sea Transportation Partners L.P. (the "Issuer") issued an aggregate of 4,165,000 subordinated units representing limited partner interests ("Subordinated Units") in the Issuer as follows: 2,983,182 Subordinated Units to EW Transportation LLC, a Delaware limited liability company ("EWT LLC"), 727,273 Subordinated Units to EW Holding Corp., a Delaware corporation ("EWH Corp.") and wholly owned subsidiary of EWT LLC, and 454,545 Subordinated Units to EW Transportation Corp., a Delaware corporation ("EWT Corp.") and wholly owned subsidiary of EWH Corp. The subordination period ended on February 16, 2009 once the Issuer met the financial tests in its Third Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement").

2. When the subordination period ended, all Subordinated Units converted into common units representing limited partner interests ("Common Units") of the Issuer on a one-for-one basis. On each of February 14, 2007 and February 14, 2008, 25% of the outstanding Subordinated Units (or 1,041,250 Subordinated Units) converted into Common Units of the Issuer upon the achievement of certain financial tests described in the Partnership Agreement. On February 16, 2009, the remaining Subordinated Units (or 2,082,500 Subordinated Units) converted into Common Units of the Issuer upon the achievement of these financial tests, and the subordination period ended.

3. Not applicable.

Remarks:

	Terrence P. Gill, Chief Financial Officer of EW Transportation LLC	03/18/2009
	** 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).
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