Sec Form 4 Filing - LARSON RANDALL J @ TransMontaigne Partners L.P. - 2009-02-26

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 LARSON RANDALL J 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) CEO (Last) (First) (Middle) 1670 BROADWAY, SUITE 3100 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2009 (Street) DENVER, CO80202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Interest 02/26/2009 M( 1 ) 40,780 A 75,980 D

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 Phantom Units ( 2 ) 02/26/2009 M 40,781.29 ( 3 ) ( 4 ) ( 3 ) Common Units Representing Limited Partner Interest 40,781.29 ( 1 ) ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LARSON RANDALL J 1670 BROADWAY, SUITE 3100 DENVER, CO80202 CEO Signatures Randall J. Larson 02/26/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the settlement of phantom units granted under the Amended and Restated Savings and Retention Plan (the "Plan") in exchange for common units of TransMontaigne Partners L.P. ("TLP"). In accordance with the terms of the Plan, the Plan Administrator determined to settle the Reporting Person's phantom units by the issuance of common units. Pursuant to applicable SEC reporting requirements, the settlement of the phantom units in exchange for common units of TLP is reported on this Form 4 as a disposition of the phantom units being settled and a simultaneous acquisition of the underlying common units. ( 2 )Represents the settlement of phantom units granted under the Amended and Restated Savings and Retention Plan (the "Plan"). Each phantom unit represents the right to receive one common unit of TransMontaigne Partners L.P. ("TLP"), or the cash value thereof. 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. In lieu of issuing fractional common units, the Plan Administrator settled the fractional phantom unit and one common unit for cash based on the closing price of the common units on the New York Stock Exchange on January 1, 2009. ( 3 )Pursuant to the Plan and a separate arrangement between the Reporting Person and TransMontaigne Services Inc., the parent of the general partner of TLP, all of the outstanding phantom units granted to the Reporting Person under the Plan vested on November 30, 2008, with the value of any phantom units to be settled in cash to be determined as of January 1, 2009. On January 30, 2009, the Plan Administrator determined to settle the Reporting Person's phantom units by the issuance of common units, with the common units to be issued to the Reporting Person in the ordinary course consistent with the settlement of other phantom units under the Plan. On February 25, 2009, which the Reporting Person is treating as the "settlement date" for the purposes of this Report, the common units issued in settlement of the Reporting Person's phantom units were transferred on behalf of TLP to the account of the Reporting Person. Pursuant to applicable SEC reporting requirements, the settlement of the phantom units in exchange for common units of TLP is reported on this Form 4 as a disposition of the phantom units being settled and a simultaneous acquisition of the underlying common units. See Table I and note 1 above. ( 4 )11/30/09

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