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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Pound Gregory J

(Last)

(First)

(Middle)

TRANSMONTAIGNE

200 MANSELL COURT, E., SUITE 600

(Street)

ROSWELL

30076-4853

(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)
	President, COO

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2015

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	02/06/2015		M⁽¹⁾		5,734.1679	A	⁽²⁾	28,760.5079	D
Common Units Representing Limited Partnership Interest	02/06/2015		D⁽¹⁾		5,734.1679	D	$36.8	23,026.34	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	⁽²⁾⁽³⁾⁽⁴⁾	02/06/2015		M			5,734.1679⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	⁽⁵⁾	Common Units Representing Limited Partner Interest	5,734.1679	⁽¹⁾⁽³⁾⁽⁴⁾	4,577.8281	D
Phantom Units	⁽²⁾	02/09/2015		A		5,380.4348⁽⁷⁾		⁽⁵⁾	⁽⁵⁾	Common Units Representing Limited Partner Interest	5,380.4348	$0	9,958.2629	D
Phantom Units	⁽²⁾	02/06/2015		A		179.4646⁽⁶⁾		⁽⁵⁾	⁽⁵⁾	Common Units Representing Limited Partner Interest	179.4646	$0	10,137.7275	D

Explanation of Responses:

1. Represents the settlement of phantom units granted under the Amended and Restated Savings and Retention Plan (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. For phantom units settled in cash, 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 2013 award and the second 50% of the Reporting Person's 2012 award of phantom units vested on January 1, 2015 and was valued at the closing price on January 30, 2015. The form of settlement was approved by Plan Administrator on February 6, 2015, which is deemed the "settlement date" 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.

4. Pursuant to the 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. See Table I.

5. Phantom units awarded under the Plan vest 50% as of the January 1 that falls closest to the second anniversary of the grant date, with the remaining 50% vesting as of the January 1 that falls closest to the third anniversary of the grant date. The phantom units are subject to earlier vesting upon achieving certain age or service thresholds as defined in the Plan. 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.

6. Represents additional phantom units granted to the Reporting Person under the Plan as a result of the quarterly distribution declared on the common units of TLP for the period ended December 31, 2014. Under the Plan, in lieu of a cash distribution in respect of phantom units, each Plan participant receives additional phantom units equal in value to the aggregate quarterly distribution allocable to the phantom units held by such participant.

7. Represents the 2015 annual award granted under the Plan by the Compensation Committee of the Board of Directors of TransMontaigne LLC on February 9, 2015 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/ Gregory J. Pound	02/10/2015
	** 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.