SEC Form 4 · accession 0001104659-18-023261
TransMontaigne Partners LLC · TLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A Hammell
Officer — Executive VP/Gen Counsel & SEC
Period of report
Apr 6, 2018
Accepted (ET)
Apr 10, 2018 · 4:26 pm EDT
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 InterestsF1,F2 | Apr 6, 2018 | M | 2,516 | — | A | 5,626 | D | |
| Common Units Representing Limited Partner Interests | Apr 6, 2018 | F | 729 | $36.27 | D | 4,897 | 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,F2,F5,F3,F4 | — | Apr 6, 2018 | M | 2,517 | D | — | — | Common Units Representing Limited Partner Interests | 2,517 | 12,353 | D |
Explanation of responses
- F1Represents the settlement of phantom units granted to the Reporting Person in 2016 under the TLP Management Services LLC Savings and Retention Plan, which constitutes a "Program" under the 2016 Long Term Incentive Plan (the "Plan") via the issuance of common units representing limited partner interests in TransMontaigne Partners L.P. (the "common units"). The form of settlement was approved by the Plan Administrator, and settled in common units, net of 0.6466 fraction units, which were paid out in cash, on April 6, 2018, which is deemed the "settlement date" of the 2016 award for the purposes of this Report. 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 common units.
- F2Each phantom unit represents the right to receive one common unit of TransMontaigne Partners L.P. ("TLP") or the cash value thereof.
- F3Phantom 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.
- F4Awards 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. Phantom units may be paid out, in the sole discretion of the Plan Administrator, in cash or in common units, or a combination thereof.
- F5For 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 in which such grant vests. Accordingly, the first 50% of the Reporting Person's 2016 award of phantom units vested on March 1, 2018 and was valued at the closing market price on March 29, 2018. The form of settlement was approved by the Plan Administrator, and settled in common units, net of taxes, on the settlement date.