Edgar Filing: TransMontaigne Partners L.P.

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

TransMontaigne Partners L.P.

(Name of Issuer)

Common Limited Partner Units

(Title of Class of Securities)

89376V100

(CUSIP Number)

Kurston P. McMurray

Vice President, Legal

NGL Energy Partners LP

6120 S. Yale Ave., Suite 805

Tulsa, Oklahoma 74136

918-236-4785

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 1, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 89376V100						SCHEDULE 13D

	1	Name of Reporting Person NGL Energy Partners LP

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 3,166,704

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 3,166,704

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,166,704

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 19.6%(1)

	14	Type of Reporting Person PN

(1) Calculated based on 16,124,566 common limited partner units of TransMontaigne Partners L.P. outstanding as of October 31, 2015, as reported in TransMontaigne Partner L.P.’s quarterly report on Form 10-Q for the quarter ended September 30, 2015.

CUSIP No. 89376V100						SCHEDULE 13D

	1	Name of Reporting Person NGL Energy Holdings LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 3,166,704

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 3,166,704

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,166,704 (1)

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 19.6%(2)

	14	Type of Reporting Person OO

(1) Solely in its capacity as the general partner of NGL Energy Partners LP.

(2) Calculated based on 16,124,566 common limited partner units of TransMontaigne Partners L.P. outstanding as of October 31, 2015, as reported in TransMontaigne Partner L.P.’s quarterly report on Form 10-Q for the quarter ended September 30, 2015.

CUSIP No. 89376V100						SCHEDULE 13D

	1	Name of Reporting Person TransMontaigne LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 2,716,704

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 2,716,704

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,716,704

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 16.8%(1)

	14	Type of Reporting Person OO

CUSIP No. 89376V100						SCHEDULE 13D

	1	Name of Reporting Person TransMontaigne Product Services LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 2,716,704

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 2,716,704

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,716,704

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 16.8%(1)

	14	Type of Reporting Person OO

CUSIP No. 89376V100						SCHEDULE 13D

	1	Name of Reporting Person TransMontaigne Services LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 2,716,704

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 2,716,704

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,716,704

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 16.8%(1)

	14	Type of Reporting Person OO

CUSIP No. 89376V100

SCHEDULE 13D

Item 1. Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the common limited partner units (the “Common Units”) of TransMontaigne Partners L.P., a Delaware limited partnership (the “Issuer”). The principal executive offices of the Issuer are located at 1670 Broadway, Suite 3100, Denver, Colorado 80202.

This Schedule 13D represents Amendment No. 4 to the Schedule 13D (the “Original Schedule 13D”), originally filed with the Securities and Exchange Commission by NGL Energy Partners LP (“NGL”), NGL Energy Holdings LLC, (“NGL GP”), TransMontaigne LLC (“TMG”), TransMontaigne Product Services LLC (“TPS”) and TransMontaigne Services LLC. (“TS”) (collectively, the “Reporting Persons”).

All capitalized terms not otherwise defined herein have the meanings set forth in the Original Schedule 13D.

Item 4. Purpose of Transaction

Item 4 is hereby amended by adding the following:

On February 1, 2016, NGL sold 100% of the membership interests in TransMontaigne GP L.L.C. (“TransMontaigne GP”) to Gulf TLP Holdings, LLC, a Delaware limited liability company (“Buyer”), for $350.0 million in cash pursuant to the previously disclosed Purchase Agreement (the “Purchase Agreement”) by and among the NGL, TS, as seller, Buyer and ArcLight Energy Partners Fund VI, L.P., a Delaware limited partnership.

In connection with the closing of the transactions contemplated by the Purchase Agreement, Atanas H. Atanasov, Benjamin Borgen, Donald M. Jensen and Brian Cannon, NGL’s designees to the TransMontaigne GP Board of Directors, resigned from their positions as directors of TransMontaigne GP.

The Reporting Persons may review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, the market price of the Common Units, other investment opportunities available to the Reporting Persons, market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investments in the Issuer as they deem appropriate.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: February 2, 2016

	NGL ENERGY PARTNERS LP
	By:	NGL Energy Holdings LLC, its general partner

	By:	/s/ H. Michael Krimbill
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer


	NGL ENERGY HOLDINGS LLC

	By:	/s/ H. Michael Krimbill
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer


	TRANSMONTAIGNE LLC

	By:	/s/ Todd M. Coady
	Name:	Todd M. Coady
	Title:	Senior Vice President


	TRANSMONTAIGNE PRODUCT SERVICES LLC

	By:	/s/ Todd M. Coady
	Name:	Todd M. Coady
	Title:	Senior Vice President


	TRANSMONTAIGNE SERVICES LLC

	By:	/s/ Todd M. Coady
	Name:	Todd M. Coady
	Title:	Senior Vice President