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^*

BOUTIN FREDERICK W

(Last)

(First)

(Middle)

1670 BROADWAY, SUITE 3100

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TransMontaigne Partners L.P. [ TLP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2017

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 Partnership Interest	02/10/2017		M⁽¹⁾		1,523.4292	A	⁽²⁾	36,956.7592	D
Common Units Representing Limited Partnership Interest	02/10/2017		D⁽¹⁾		1,523.4292	D	$45.17	35,433.33	D
Common Units Representing Limited Partnership Interest	02/10/2017		M⁽³⁾		3,003.8558	A	⁽²⁾	38,437.1858	D
Common Units Representing Limited Partnership Interest	02/10/2017		F		876.166	D	$45.17	37,561.0198	D
Common Units Representing Limited Partnership Interest	02/10/2017		M⁽⁴⁾		47.6898	D	$45.17	37,513.33	D

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)
Phantom Units	⁽¹⁾⁽²⁾⁽⁵⁾	02/10/2017		M			1,523.4292⁽¹⁾⁽⁵⁾	⁽⁵⁾	⁽⁶⁾⁽⁷⁾	Common Units Representing Limited Partner Interest	1,523.4292	⁽¹⁾⁽⁵⁾	12,259.9947	D
Phantom Units	⁽²⁾⁽³⁾	02/10/2017		M			3,003.8558⁽³⁾⁽⁴⁾	⁽⁴⁾	⁽⁶⁾⁽⁷⁾	Common Units Representing Limited Partner Interest	3,003.8558	⁽³⁾⁽⁴⁾	9,256.1389	D
Phantom Units	⁽²⁾	02/10/2017		A		13,283.1525⁽⁸⁾		⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Units Representing Limited Partner Interest	13,283.1525	$0	22,539.2914	D

Explanation of Responses:

1. Represents the settlement of phantom units for cash granted to the Reporting Person in 2014 under the TLP Management Services LLC Savings and Retention Plan, which constitutes a "Program" under the 2016 Long Term Incentive Plan, the successor plan to the TransMontaigne Services LLC Savings and Retention Plan (collectively, the "Plan"). Pursuant to applicable SEC reporting requirements, the settlement of the phantom units for cash is reported on this Form 4 as a disposition of the phantom units being settled in exchange for the acquisition of the underlying units and a simultaneous disposition of the underlying units to the issuer for cash.

2. Each phantom unit represents the right to receive one common unit of TransMontaigne Partners L.P. ("TLP") or the cash value thereof.

3. Represents the settlement of phantom units granted to the Reporting Person in 2015 under the Plan via the issuance of TLP common units. Pursuant to applicable SEC reporting requirements, the settlement of the phantom units in exchange for common units is reported on this Form 4 as a disposition of the phantom units being settled in exchange for the acquisition of the underlying units.

4. For phantom units settled in common units, under the Plan the value of the vested portion of a grant is determined as of the last exchange trading day of the month of January in which such grant vests. Accordingly, the first 50% of the Reporting Person's 2015 award of phantom units vested on January 1, 2017 and was valued at the closing market price on January 31, 2017. The form of settlement was approved by Plan Administrator, and settled in units, net of taxes, on February 10, 2017, which is deemed the "settlement date" of the 2015 award for the purposes of this Report. The quarterly distribution for the period ended December 31, 2016, payable on February 8, 2017, was paid out in cash, as were fractional units.

5. For phantom units settled in cash, under the Plan the value of the vested portion of a grant is determined as of the last exchange trading day of the month of January in which such grant vests. Accordingly, the second 50% of the Reporting Person's 2014 award of phantom units vested on January 1, 2017 and was valued at the closing market price on January 31, 2017. The form of settlement was approved by Plan Administrator on February 10, 2017, which is deemed the "settlement date" of the 2014 award for the purposes of this Report. The payment of cash for such vested phantom units then occurs on the next regular payroll date that is at least three business days later.

6. Phantom units awarded under the Plan vest 50% as of the first day of the month that falls closest to the second anniversary of the grant date, with the remaining 50% vesting as of the first day of the month that falls closest to the third anniversary of the grant date. The phantom units are subject to earlier vesting upon a change in control or upon achieving certain age or length of service thresholds as defined in the Plan. The Reporting Person has satisfied the age and length of service thresholds of the Plan.

7. Awards are payable as to 50% of a participant's annual award in the month containing the second anniversary of the grant date, and the remaining 50% in the month containing the third anniversary of the grant date, subject to earlier payment upon the participant's retirement after achieving the age or service thresholds, death or disability, involuntary termination without cause or termination following a change in control, each as specified in the plan. Phantom units may be paid out, in the sole discretion of the plan administrator, in cash or in common units of TLP, or a combination thereof.

8. Represents the 2017 annual award granted under the Plan by the Compensation Committee of the Board of Directors of TLP Management Services LLC on February 10, 2017 that has been deemed to be invested in "phantom units," as if invested in an investment fund that tracks the financial performance of the common units of TLP.

	/s/ Michael Hammell, attorney-in-fact Frederick Boutin	02/14/2017
	** Signature of Reporting Person	Date
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