SEC Form 4 · accession 0001104659-17-009441
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 10, 2017
Accepted (ET)
Feb 14, 2017 · 8:59 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 Partnership InterestF2 | Feb 10, 2017 | M | 1,437 | — | A | 1,437 | D | |
| Common Units Representing Limited Partnership Interest | Feb 10, 2017 | D | 1,437 | $45.17 | D | 0 | D | |
| Common Units Representing Limited Partnership InterestF2 | Feb 10, 2017 | M | 1,771 | — | A | 1,771 | D | |
| Common Units Representing Limited Partnership Interest | Feb 10, 2017 | M | 28 | $45.17 | D | 1,743 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF1,F5,F2,F6,F7 | — | Feb 10, 2017 | M | 1,437 | D | — | — | Common Units Representing Limited Partner Interest | 1,437 | 8,231 | D |
| Phantom UnitsF3,F4,F2,F6,F7 | — | Feb 10, 2017 | M | 1,771 | D | — | — | Common Units Representing Limited Partner Interest | 1,771 | 6,460 | D |
| Phantom UnitsF8,F2,F6,F7 | — | Feb 10, 2017 | A | 3,874 | A | — | — | Common Units Representing Limited Partner Interest | 3,874 | 10,335 | D |
Explanation of responses
- F1Represents the settlement of phantom units for cash granted to the Reporting Person in 2014 under the TLP Management Services LLC Savings and Retention Plan, which constitutes a "Program" under the 2016 Long Term Incentive Plan, the successor plan to the TransMontaigne Services LLC Savings and Retention Plan (collectively, 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.
- F3Represents the settlement of phantom units granted to the Reporting Person in 2015 under the Plan via the issuance of TLP common units. Pursuant to applicable SEC reporting requirements, the settlement of the phantom units in exchange for common units is reported on this Form 4 as a disposition of the phantom units being settled in exchange for the acquisition of the underlying units.
- F4For phantom units settled in common units, under the Plan 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 2015 award of phantom units vested on January 1, 2017 and was valued at the closing market price on January 31, 2017. The form of settlement was approved by Plan Administrator, and settled in units on February 10, 2017, which is deemed the "settlement date" of the 2015 award for the purposes of this Report. The quarterly distribution for the period ended December 31, 2016, payable on February 8, 2017, was paid out in cash, as were fractional units.
- F5For phantom units settled in cash, under the Plan 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 second 50% of the Reporting Person's 2014 award of phantom units vested on January 1, 2017 and was valued at the closing market price on January 31, 2017. The form of settlement was approved by Plan Administrator on February 10, 2017, which is deemed the "settlement date" of the 2014 award for the purposes of this Report. The payment of cash for such vested phantom units then occurs on the next regular payroll date that is at least three business days later.
- F6Phantom units awarded under the Plan vest 50% as of the first day of the month that falls closest to the second anniversary of the grant date, with the remaining 50% vesting as of the first day of the month that falls closest to the third anniversary of the grant date. The phantom units are subject to earlier vesting upon a change in control or upon achieving certain age or length of service thresholds as defined in the Plan. Awards are payable as to 50% of a participant's annual award in the month containing the second anniversary of the grant date, and the remaining 50% in the month containing the third anniversary of the grant date, subject to earlier payment upon the participant's retirement after achieving the age or service thresholds, death or disability, involuntary termination without cause or termination following a change in control, each as specified in the plan.
- F7Phantom 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.
- F8Represents the 2017 annual award granted under the Plan by the Compensation Committee of the Board of Directors of TLP Management Services LLC on February 10, 2017 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.