-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HHNGpVOH032vldhhkcHZOSff04xd/GZW25N9NN2Lm03KfGalqnxlN4SpYRzpO/Bn IIGaJkFOLNYdfiJE8XU9kw== 0001172661-08-000097.txt : 20080212 0001172661-08-000097.hdr.sgml : 20080212 20080212172514 ACCESSION NUMBER: 0001172661-08-000097 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080212 DATE AS OF CHANGE: 20080212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Targa Resources Partners LP CENTRAL INDEX KEY: 0001379661 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 651295427 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83048 FILM NUMBER: 08599619 BUSINESS ADDRESS: STREET 1: 1000 LOUISIANA STREET 2: SUITE 4300 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713)584-1000 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET 2: SUITE 4300 CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GPS Partners LLC CENTRAL INDEX KEY: 0001389270 IRS NUMBER: 731735371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BLVD., SUITE 900 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-496-5360 MAIL ADDRESS: STREET 1: 100 WILSHIRE BLVD., SUITE 900 CITY: SANTA MONICA STATE: CA ZIP: 90401 SC 13G 1 ngls0208.txt SCHEDULE 13G HOLDINGS REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Targa Resources Partners LP (Name of Issuer) Common Stock (Title of Class of Securities) 87611X9CE (CUSIP Number) December 31, 2007 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. 87611X9CE 1.Names of Reporting Persons. GPS Partners LLC I.R.S. Identification Nos. of above persons (entities only). 73-1735371 2.Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3.SEC Use Only 4.Citizenship or Place of Incorporaion California, United States Number of 5.Sole Voting Power 2,924,739 Shares Beneficially 6.Shared Voting Power None Owned by Each 7.Sole Dispositive Power 2,924,739 Reporting Person With 8.Shared Dispositive Power None 9.Aggregate Amount Beneficially Owned by Each Reporting Person 2,924,739 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11.Percent of Class Represented by Amount in Row (9) 8.91% 12.Type of Reporting Person: IA CUSIP No. 87611X9CE 1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Brett S. Messing 2.Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3.SEC Use Only 4.Citizenship or Place of Incorporaion United States Number of 5.Sole Voting Power 2,924,739 Shares Beneficially 6.Shared Voting Power None Owned by Each 7.Sole Dispositive Power 2,924,739 Reporting Person With 8.Shared Dispositive Power None 9.Aggregate Amount Beneficially Owned by Each Reporting Person 2,924,739 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11.Percent of Class Represented by Amount in Row (9) 8.91% 12.Type of Reporting Person: HC Item 1(a). Name of Issuer: Targa Resources Partners LP Item 1(b). Address of Issuer's Principal Executive Offices: 1000 LOUISIANA SUITE 4300 HOUSTON TX 77002 Item 2(a). Name of Person Filing Item 2(b). Address of Principal Business Office or, if None, Residence Item 2(c). Citizenship GPS Partners LLC 100 Wilshire Blvd. Suite 900 Santa Monica, CA 90401 California, United States Brett S. Messing 100 Wilshire Blvd. Suite 900 Santa Monica, CA 90401 California, United States United States Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 87611X9CE Item 3. GPS Partners LLC is an investment advisor in accordance with ss.240.13d-1(b)(1)(ii)(E). Brett S. Messing is a control person in accordance with ss.240.13d-1(b)(1)(ii)(G). Item 4. Ownership: a. Amount beneficially owned: 2,924,739 b. Percent of Class: 8.91% c. Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 2,924,739 (ii) Shared power to vote or to direct the vote None (iii)Sole power to dispose or to direct the disposition of 2,924,739 (iv) Shared power to dispose or to direct the disposition None Item 5. Ownership of Five Percent or Less of a Class: Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: GPS Partners LLC hold shares on behalf of GPS Income Fund LP (1,810,242 shares). Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company of Control Person: Not applicable. Item 8. Identification and Classification of Members of the Group: Not applicable. Item 9. Notice of Dissolution of Group: Not applicable. Item 10.Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date February 12, 2008 GPS Partners LLC By:/s/ Steven A. Sugarman Steven A. Sugarman Title: Partner By: /s/ Brett S. Messing ---------------------------- Name: Brett S. Messing Title: Managing Partner JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G, dated February 12, 2008, (the "Schedule 13G"), with respect to the Common Stock of Targa Resources Partners LP is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 12th day of February 2008. GPS Partners LLC By: /s/ Steven A. Sugarman --------------------------- Name: Steven A. Sugarman Title: Partner By: /s/ Brett S. Messing ---------------------------- Name: Brett S. Messing Title: Managing Partner Statement of Control Person The Statement on this Schedule 13G dated February 12, 2008 with respect to the common stock of Targa Resources Partners LP is filed by Brett S. Messing in accordance with the provisions of Rule 13d-1(c) and Rule 13d-1(k),respectively, as control person (HC) of GPS Partners LLC. GPS Partners LLC files this statement on Schedule 13G in accordance with the provisions of Rule 13d-1(c) and Rule 13d-1(k), respectively, as investment advisors (IA). -----END PRIVACY-ENHANCED MESSAGE-----