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^*

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)
01/30/2009

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 Partner Interest	01/30/2009		M⁽⁵⁾		2,357	A	⁽¹⁾	10,395	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⁾	01/30/2009		A		8,153.76⁽⁴⁾		⁽²⁾	⁽²⁾	Common Units Representing Limited Partner Interest	8,153.76	⁽⁶⁾	20,404.24	D
Phantom Units	⁽¹⁾⁽³⁾	01/30/2009		M			2,357.36⁽³⁾	⁽³⁾	⁽²⁾	Common Units Representing Limited Partner Interest	2,357.36	⁽¹⁾⁽³⁾	18,046.88	D

Explanation of Responses:

1. Each phantom unit represents the right to receive one common unit of TLP, or the cash value thereof. In lieu of issuing fractional common units, the Plan Administrator settled fractional phantom units for cash based on the closing price of the common units on the New York Stock Exchange on the settlement date, January 30, 2009

2. 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. Accordingly, 50% of the Reporting Person's 2007 award of phantom units vested on January 1, 2009 and the remaining 50% of the 2007 award of phantom units will vest on January 1, 2010. The 2008 award of phantom units vests 50% on January 1, 2010, with the remaining 50% vesting on January 1, 2011. The 2009 award of phantom units being reported on this Form 4 vests 50% on January 1, 2011, with the remaining 50% vesting on January 1, 2012. 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.

3. Pursuant to the Plan, 50% of the Reporting Person's 2007 award of phantom units vested on January 1, 2009. On January 30, 2009, the Plan Administrator determined to settle the Reporting Person's phantom units by the issuance of common units which the Reporting Person is treating as the "settlement date" for the purposes of this Report. Pursuant to applicable SEC reporting requirements, the settlement of the phantom units in exchange for common units of TLP is reported on this Form 4 as a disposition of the phantom units being settled and a simultaneous acquisition of the underlying common units. See Table I and note 2 above.

4. Represents the portion of the award granted under the Plan by the Board of Directors of TransMontaigne Inc. on January 30, 2009 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. There are various other investment funds available under the Plan and any portion of a grant not deemed to be invested in phantom units is not included in this Report. The awards were allocated among the investment funds available under the Plan, including phantom units, after the close of the market on January 30, 2009.

5. 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 in exchange for common units of TLP is reported on this Form 4 as a disposition of the phantom units being settled and a simultaneous acquisition of the underlying common units.

6. $0

	/s/ Erik B. Carlson, attorney-in-fact for Gregory J. Pound	02/03/2009
	** 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).
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