X0303 4 2009-09-30 0001319229 TransMontaigne Partners L.P. TLP 0001401523 Pound Gregory J TRANSMONTAIGNE 200 MANSELL COURT, E., SUITE 600 ROSWELL GA 30076-4853 1 President, COO Common Units Representing Limited Partner Interest 2009-09-30 4 M 0 19584 A 29979 D Common Units Representing Limited Partner Interest 2009-09-30 4 F 0 8257 26.90 D 21722 D Phantom Units 2009-09-30 4 M 0 19584.59 D Common Units Representing Limited Partner Interest 19584.59 0 D 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. 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. 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 2009-10-02