X0202 4 2007-04-02 0 0001299716 U.S. Shipping Partners L.P. USS 0001036310 KEARNS WILLIAM M JR 40 WANTAGE AVENUE BRANCHVILLE NJ 07890 1 0 0 0 Common units representing limited partner interests 2007-04-02 4 A 0 2000 0 A 12000 D Subordinated units 0 I See Footnotes General partner interest 0 I See Footnotes Incentive distribution rights 0 I See Footnotes Consists of restricted units issued as partial compensation for service as director of the general partner of USS. These restricted units vest on March 31, 2008, subject to earlier vesting in the event of a change in control, death, disability, retirement or resignation at the request of the Company. Mr. Kearns is to receive distributions on the restricted units. The vesting schedule of the units is as follows: 500 units will vest on the date hereof and 500 units will vest on each of July 1, 2007 October 1, 2007 and January 1, 2008. United States Shipping Master LLC ("Shipping Master") owned a 98% limited partner interest in the Issuer. At the closing of the Issuer's initial public offering of commong units ("Common Units") representing limited partner interests (the "Offering") on November 3, 2004, Shipping Master's 98% limited partner interest was redeemed for $1,960. Shipping Master owns 100% of US Shipping General Parnter LLC ("Shipping GP"), the sole general partner of the Issuer. Shipping GP owns a 2% general partner interest in the Issuer. At the closing of the Offering, each of Shipping Master and Shipping GP agreed to convey certain assets and liabilities to the Issuer and in exchange therefor (a) Shipping Master received 899,968 Common Units(which were subsequently redeemed), 5,272,341 Class A subordinated units and 1,627,627 class B subordinated units of the Issuer and (b)Shipping GP continued its 2% general partner interest and received incentive distribution rights ("IDRs"), which represent the right to receive an increasing percentage of quarterly distributions in exces of specified amounts. Shipping Master is the indirect beneficial owner of the general partner interest in the Issuer and the IDRs owned by the right to receive an increasing percentage of quarterly distribution in excess of specified amounts. Shipping Master is the indirect beneficial owner of the general partner interest in the Issuer and the IDRs owned by Shipping GP. Pursuant to the Shipping Master limited liability company agreement, Mr. Kearns owns (a) a 0.53% pecuniary interest in the general partner interest and the IDRs indirectly owned by Shipping Master, and (b) a 0.70% pecuniary interest in the class A subordinated units directly owned by Shipping Master. William M. Kearns, Jr. 2007-04-02