| 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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/14/2009 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 43,912 | D | ||||||||
| Common Units representing limited partner interests | 08/14/2009 | J(1) | 49,908 | A | $25(1) | 4,264,683 | I | See footnote(2)(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On August 14, 2009, 49,908 common units were issued to K-Sea General Partner L.P., the general partner of the Issuer (the "General Partner"), (with an assumed value of $25 each) in lieu of approximately $1.248 million in cash distributions on the general partner interests and incentive distribution rights in the Issuer, pursuant to the partnership agreement. |
| 2. Held by the General Partner (99,683 common units) and EW Transportation LLC ("EW LLC") and its subsidiaries (4,165,000 common units). |
| 3. Each of EW LLC and K-Sea General Partner GP LLC, the general partner of the General Partner ("K-Sea GP"), is owned by individual investors, including certain of K-Sea GP's directors and executive officers, and by KSP Investors A L.P. (57.6% economic interest), KSP Investors B L.P. (19.8% economic interest) and KSP Investors C L.P. (12.6% economic interest) (each, a "KSP Entity"). K-Sea GP owns a 0.01% general partner interest in the General Partner, and individual investors, including certain of K-Sea GP's directors and executive officers, and the KSP Entities own a 99.99% limited partner interest in the General Partner. Mr. Friedman also owns 51% of Park Avenue Transportation Inc. ("PAT"), which is the general partner of each KSP Entity. |
| 4. Mr. Friedman and PAT may be deemed to beneficially own the securities owned by the General Partner, EW LLC and its subsidiaries. Mr. Friedman and PAT disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interests therein. |
| Remarks: |
| 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. |
| /s/ Brian P. Friedman | 08/18/2009 | |
| /s/ Brian P. Friedman, President of Park Avenue Transportation, Inc. | 08/18/2009 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||