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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Phantom Units | (6) | 01/30/2009 | A | 4,659.29 (5) | (4) | (4) | Common Units Representing Limited Partner Interest | 4,659.29 | (7) | 20,682.94 | D | ||||
Phantom Units | (3) (6) | 01/30/2009 | M | 3,536.05 (3) | (3) | (4) | Common Units Representing Limited Partner Interest | 3,536.05 | (3) (6) | 17,146.89 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BOUTIN FREDERICK W 1670 BROADWAY, SUITE 3100 DENVER, CO 80202 |
Executive VP, CFO, Treasurer |
/s/ Erik B. Carlson, attorney-in-fact for Frederick W. Boutin | 02/03/2009 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents 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. |
(2) | Represents cash received upon settlement of phantom units granted under the Plan. The settlement of the phantom units for cash is reported on this Form 4 as a disposition of the phantom units in exchange for the acquisition of the underlying common units and a simultaneous disposition of the underlying common units to the issuer for cash. The value of the common units was determined as of the close of trading on January 30, 2009. See note 6 below. |
(3) | For 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, 50% of the Reporting Person's 2007 award of phantom units vested on January 1, 2009 and was valued as of the close of trading on January 30, 2009, which the Reporting Person is treating as the "settlement date" for the purposes of this Report. The payment of cash or issuance of units for such vested phantom units then occurs on the next regular payroll date that is at least three business days later. 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. See Table I and note 2 above. |
(4) | Phantom 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. Accordingly, 50% of the Reporting Person's 2007 award of phantom units vested on January 1, 2009 and the remaining 50% of the 2007 award of phantom units will vest on January 1, 2010. The 2008 award of phantom units vests 50% on January 1, 2010, with the remaining 50% vesting on January 1, 2011. The 2009 award of phantom units vests 50% on January 1, 2011, with the remaining 50% vesting on January 1, 2012. 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. |
(5) | Represents the portion of the award granted under the Plan by the Board of Directors of TransMontaigne Inc. on January 30, 2009 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. There are various other investment funds available under the Plan and any portion of a grant not deemed to be invested in phantom units is not included in this Report. The awards were allocated among the investment funds available under the Plan, including phantom units, after the close of the market on January 30, 2009. |
(6) | Each phantom unit represents the right to receive one common unit of TLP, or the cash value thereof. |
(7) | $0 |