Sec Form 4 Filing - TRANSMONTAIGNE INC @ TransMontaigne Partners L.P. - 2005-06-03

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 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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1. Name and Address of Reporting Person TRANSMONTAIGNE INC 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 X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See footnotes (2) and (3) (Last) (First) (Middle) 1670 BROADWAY, SUITE 3100 3. Date of Earliest Transaction (MM/DD/YY) 06/03/2005 (Street) DENVER, CO80202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Units representing limited partner interests 06/03/2005 J( 4 ) 502,500 D $ 21.4 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TRANSMONTAIGNE INC 1670 BROADWAY, SUITE 3100 DENVER, CO80202 X See footnotes (2) and (3) TRANSMONTAIGNE PRODUCT SERVICES INC 1670 BROADWAY, SUITE 3100 DENVER, CO80202 See footnotes (2) and (3) COASTAL FUELS MARKETING INC 1670 BROADWAY, SUITE 3100 DENVER, CO80202 See footnotes (2) and (3) TransMontaigne Services Inc. 1670 BROADWAY, SUITE 3100 DENVER, CO80202 X See footnotes (2) and (3) TransMontaigne GP L.L.C. 1670 BROADWAY, SUITE 3100 DENVER, CO80202 X See footnotes (2) and (3) Signatures /s/ Erik B. Carlson, Senior Vice President, Corporate Secretary and General Counsel, TransMontaigne Inc. 06/03/2005 Signature of Reporting Person Date /s/ Erik B. Carlson, Senior Vice President, Corporate Secretary and General Counsel, TransMontaigne Product Services Inc. 06/03/2005 Signature of Reporting Person Date /s/ Erik B. Carlson, Senior Vice President, Corporate Secretary and General Counsel, Coastal Fuels Marketing, Inc. 06/03/2005 Signature of Reporting Person Date /s/ Erik B. Carlson, Senior Vice President, Corporate Secretary and General Counsel, TransMontaigne Services Inc. 06/03/2005 Signature of Reporting Person Date /s/ Erik B. Carlson, Senior Vice President, Corporate Secretary and General Counsel, TransMontaigne GP L.L.C. 06/03/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )At the closing of the Issuer's initial public offering of common units ("Common Units") representing limited partner interests (the "Offering"), each of TransMontaigne Product Services Inc. ("TPSI"), TransMontaigne Services Inc. ("TSI"), Coastal Fuels Marketing, Inc. ("Coastal Fuels") and TransMontaigne GP L.L.C. ("GP LLC") contributed certain assets to the Issuer and in exchange therefor (i) TPSI received an aggregate of 2,245,933 subordinated units ("Subordinated Units") representing limited partner interests in the Issuer, (ii) Coastal Fuels received an aggregate of 502,500 Common Units and 626,333 Subordinated Units, (iii) TSI received 120,000 Common Units, and (iv) GP LLC (a) continued its 2% general partner interest (which was converted at the closing to the form of 148,873 general partner units) and (b) received certain incentive distribution rights ("IDRs"), which represent the right to receive an increasing percentage of quarterly distributions, in the Issuer. ( 2 )As of the closing of the Offering (i) TMG and TPSI are indirect beneficial owners of the Subordinated Units held by Coastal Fuels, (ii) TMG is the indirect beneficial owner of the Subordinated Units held by TPSI, (iii) TMG is the indirect owner of Common Units held by TSI, and (iv) TMG and TSI are the indirect beneficial owners of the IDRs and general partner interests held by GP LLC. ( 3 )GP LLC is sole general partner of (and holds a 2% interest in) Issuer and by virtue of its rights under Issuer's First Amended and Restated Agreement of Limited Partnership it may be deemed to control the securities of Issuer. GP LLC disclaims beneficial ownership of any Common Units or Subordinated Units representing limited partner interests in the Issuer other than those attributable to its general partner interest in the Issuer. TMG owns 100% of each of TPSI and TSI. TPSI owns 100% of Coastal Fuels. TSI is the sole member of GP LLC. ( 4 )In connection with the Offering, the underwriters were granted the right to purchase 502,000 Common Units from the Issuer solely to cover over-allotments. In connection with the closing of the over-allotment option, Issuer redeemed 502,500 Common Units from Coastal Fuels at $21.40 per Common Unit to satisfy the over-allotment option.

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