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)
09/30/2009

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	09/30/2009		M⁽¹⁾		19,584⁽²⁾	A	⁽²⁾	29,979	D
Common Units Representing Limited Partner Interest	09/30/2009		F		8,257	D	$26.9	21,722	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⁾	09/30/2009		M			19,584.59⁽³⁾	⁽³⁾	⁽³⁾	Common Units Representing Limited Partner Interest	19,584.59	⁽¹⁾⁽²⁾	0	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 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.

2. 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, September 30, 2009.

3. The Reporting Person continues to serve as an executive officer and employee however the Reporting Person has satisfied the age and length of service thresholds under the Plan and therefore 100% of his phantom units vested on September 1, 2009. On September 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.

	Gregory J. Pound	10/02/2009
	** 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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