| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TransMontaigne Partners L.P. [ TLP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/31/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Units Representing Limited Partner Interest | 01/31/2012 | M(1) | 2,132.34 | A | (2) | 23,854.34 | D | |||
| Common Units Representing Limited Partner Interest | 01/31/2012 | F | 2,132.34 | D | $34.87 | 21,722 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Units | (2) | 01/31/2012 | A | 3,768.28(3) | (4) | (4) | Common Units Representing Limited Partner Interest | 3,768.28 | $0 | 11,412.1 | D | ||||
| Phantom Units | (2)(5) | 01/31/2012 | M | 2,132.34(5) | (5) | (4) | Common Units Representing Limited Partner Interest | 2,132.34 | (1)(5) | 9,279.76 | D | ||||
| Explanation of Responses: |
| 1. Represents the settlement of phantom units granted under the Amended and Restated Savings and Retention 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. |
| 3. Represents the portion of the award granted under the Amended and Restated Savings and Retention Plan (the "Plan") by the Board of Directors of TransMontaigne Inc. on January 31, 2012 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 31, 2012. |
| 4. 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. |
| 5. The first 50% of the Reporting Person's 2010 award of phantom units vested on January 1, 2012 and was valued as of the close of trading on January 31, 2012, which the Reporting Person is treating as the "settlement date" for the purposes of this Report. |
| Gregory J. Pound | 02/02/2012 | |
| ** 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. | ||