SEC Form 4 · accession 0001104659-15-008393
TransMontaigne Partners LLC · TLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A Hammell
Officer — EVP/General Counsel/Secretary
Period of report
Feb 6, 2015
Accepted (ET)
Feb 10, 2015 · 9:42 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001319229
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units Representing Limited Partner InterestF2 | Feb 6, 2015 | M | 3,413 | — | A | 3,413 | D | |
| Common Units Representing Limited Partner Interest | Feb 6, 2015 | D | 3,413 | $36.80 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF3,F4,F2,F5 | — | Feb 6, 2015 | M | 3,413 | D | — | — | Common Units Representing Limited Partner Interest | 3,413 | 3,213 | D |
| Phantom UnitsF7,F2,F5 | — | Feb 9, 2015 | A | 2,989 | A | — | — | Common Units Representing Limited Partner Interest | 2,989 | 6,202 | D |
| Phantom UnitsF6,F2,F5 | — | Feb 6, 2015 | A | 112 | A | — | — | Common Units Representing Limited Partner Interest | 112 | 6,314 | D |
Explanation of responses
- F1Represents 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 for cash is reported on this Form 4 as a disposition of the phantom units being settled in exchange for the acquisition of the underlying units and a simultaneous disposition of the underlying units to the issuer for cash.
- F2Each phantom unit represents the right to receive one common unit of TransMontaigne Partners L.P. ("TLP"), or the cash value thereof.
- F3For phantom units settled in cash, the value of the vested portion of a grant is determined as of the last exchange trading day of the month of January in which such grant vests. Accordingly, the first 50% of the Reporting Person's 2013 award and the second 50% of the Reporting Person's 2012 award of phantom units vested on January 1, 2015 and was valued at the closing price on January 30, 2015. The form of settlement was approved by Plan Administrator on February 6, 2015, which is deemed the "settlement date" for the purposes of this Report.
- F4The payment of cash for such vested phantom units then occurs on the next regular payroll date that is at least three business days later. Pursuant to the applicable SEC reporting requirements, the settlement of the phantom units for cash is reported on this Form 4 as a disposition of the phantom units being settled in exchange for the acquisition of the underlying units and a simultaneous disposition of the underlying units to the Issuer for cash. See Table I.
- F5Phantom 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.
- F6Represents additional phantom units granted to the Reporting Person under the Plan as a result of the quarterly distribution declared on the common units of TLP for the period ended December 31, 2014. Under the Plan, in lieu of a cash distribution in respect of phantom units, each Plan participant receives additional phantom units equal in value to the aggregate quarterly distribution allocable to the phantom units held by such participant.
- F7Represents the 2015 annual award granted under the Plan by the Compensation Committee of the Board of Directors of TransMontaigne LLC on February 9, 2015 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.