SEC Form 4 · accession 0001104659-18-067440
TransMontaigne Partners LLC · TLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lisa M Kearney
Officer — VP / Chief Accounting Officer
Period of report
Nov 8, 2018
Accepted (ET)
Nov 9, 2018 · 5:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001319229
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF2,F1,F3,F4 | — | Nov 8, 2018 | A | 53 | A | — | — | Common Units Representing Limited Partner Interest | 53 | 2,547 | D |
Explanation of responses
- F1Each phantom unit represents the right to receive one common unit of TransMontaigne Partners L.P. ("TLP") or the cash value thereof.
- F2Represents additional phantom units granted to the Reporting Person under the TLP Management Services LLC Savings and Retention Plan, which constitutes a "Program" under the 2016 Long Term Incentive Plan (the "Plan"), as a result of the quarterly distribution declared on the common units of TLP for the period ended September 30, 2018, which distribution was paid to common unitholders on November 8, 2018. 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.
- 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 of TLP, or a combination thereof.
Remarks
The Reporting Person serves as an officer of TransMontaigne GP L.L.C., the general partner of the Issuer. The Issuer has no directors or officers. Instead, the directors of the general partner oversee and manage the Issuers business and operations.