Transocean Partners (RIGP) Form 4 Transocean Partners / Kathleen S McAllister ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McAllister Kathleen S

(Last) (First) (Middle)

40 GEORGE STREET

(Street)

LONDON X0 W1U 7DW

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Transocean Partners LLC [ RIGP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CEO and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Units	$0.0(1)	02/09/2016		A		19,459		03/01/2017(2)	(1)	Common Units	19,459	$0	19,459	D
Phantom Units	$0.0(3)	02/09/2016		A		45,802		03/01/2017(4)	(3)	Common Units	45,802	$0	65,261	D

Explanation of Responses:

1. Performance-based phantom units were acquired on February 26, 2015, pursuant to the Issuer's long-term incentive plan, contingent on a performance determination of the Compensation Committee of the Board of Directors of the Issuer. As a result of the satisfaction of the performance conditions, as determined by the Compensation Committee of the Board of Directors of the Issuer, the phantom units, which are 1-for-1 common unit equivalents, were acquired on February 9, 2016.

2. The phantom units vest 6,486 on March 1, 2017, 6,486 on March 1, 2018 and 6,487 on March 1, 2019.

3. Phantom units, which are 1-for-1 common unit equivalents, acquired on February 9, 2016, pursuant to the Issuer's long-term incentive plan.

4. The phantom units vest 15,267 on March 1, 2017, 15,267 on March 1, 2018 and 15,268 on March 1, 2019.

	/s/ Raoul F. Dias by Power of Attorney	02/11/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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