X0202 4 2008-02-29 0001319229 TransMontaigne Partners L.P. TLP 0001187185 LARSON RANDALL J 1670 BROADWAY, SUITE 3100 DENVER CO 80202 0 1 0 0 CEO Phantom Units 2008-02-29 4 A 0 20290.84 0 A Common Unit representing limited partner interest 20290.84 37746.89 D Phantom units will vest 50% on January 1, 2010 and 50% on January 1, 2011, but are subject to earlier vesting upon achieving certain age or service thresholds as defined in the Amended and Restated Savings and Retention Plan (the "Plan") adopted and administered by TransMontaigne Inc. Upon vesting, 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, in an amount equal to the value of the vested portion of reporting person's account. Each phantom unit represents the right to receive one common unit of TLP, or the cash value thereof. RandallJ.Larson 2008-03-04