Mark Huff Form 3 TransMontaigne Partners / Mark Huff ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Huff Mark

(Last) (First) (Middle)

1670 BROADWAY, SUITE 3100

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/09/2016

3. Issuer Name and Ticker or Trading Symbol
TransMontaigne Partners L.P. [ TLP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec. VP-Commercial Operations

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	1,000	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Units	(2)(3)	(2)(3)	Common Units representing Limited Partnership Interest	16,490.3333	(4)	D

Explanation of Responses:

1. The units are owned jointly by the Reporting Person and his spouse, Theresa Huff.

2. Phantom Units awarded to the Reporting Person in 2015 and 2016 under the TLP Management Services LLC Savings and Retention Plan, which constitutes a "Program" under the 2016 Long Term Incentive Plan (the "Plan"). Phantom 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.

3. 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.

4. 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 and officers of the general partner oversee and manage the Issuers business and operations. Exhibit List Exhibit 24 - Power of Attorney

	/s/ Michael A. Hammell, attorney in fact	09/16/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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