FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BOUTIN FREDERICK W
2. Issuer Name and Ticker or Trading Symbol

TransMontaigne Partners L.P. [ TLP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

1670 BROADWAY, SUITE 3100
3. Date of Earliest Transaction (MM/DD/YYYY)

4/6/2018
(Street)

DENVER, CO 80202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Units Representing Limited Partner Interests   4/6/2018     M    3355.1489   (1) A   (2) 43187.4789   D    
Common Units Representing Limited Partner Interests   4/6/2018     F    1397.1489   D $36.27   41790.33   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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     (2) 4/6/2018     M         3356.1360   (1)     (5)   (3) (4) Common Units Representing Limited Partner Interests   3356.1360     (1) (2) 35158.4158   D    

Explanation of Responses:
(1)  Represents 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 0.9871 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.
(2)  Each phantom unit represents the right to receive one common unit of TransMontaigne Partners L.P. ("TLP") or the cash value thereof.
(3)  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. The Reporting Person has satisfied the age and length of service thresholds of the Plan.
(4)  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. Phantom units may be paid out, in the sole discretion of the Plan Administrator, in cash or in common units, or a combination thereof.
(5)  For 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BOUTIN FREDERICK W
1670 BROADWAY, SUITE 3100
DENVER, CO 80202


Chief Executive Officer

Signatures
/s/ Frederick Boutin 4/10/2018
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
Transmontaigne Partners L.P. Transmontaigne Partners L.P. Common Units Representing Limited Partner Interests (NYSE:TLP)
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