TLP Transmontaigne Partners L.P. Transmontaigne Partners L.P. Common Units Representing Limited Partner Interests

Schedule 13D/A

CUSIP No. 89376V100

Schedule 13D/A

CUSIP No. 89376V100

Schedule 13D/A

CUSIP No. 89376V100

Schedule 13D/A

CUSIP No. 89376V100

Explanatory Note

This Amendment No. 3 to Schedule 13D (this “ Amendment No.  3 ”) updates the information relating to the current beneficial owners and amends Items 3, 4, and 5 of the Schedule 13D filed by Daniel R. Revers, TLP Equity Holdings, LLC (“ TLP Equity ”), and TLP Acquisition Holdings, LLC (formerly known as Gulf TLP Holdings, LLC) (“ TLP Acquisition ”) and TLP Finance Holdings, LLC (“ Parent ,” and, together with Daniel R. Revers, TLP Equity and TLP Acquisition, the “ Reporting Persons ”) with the Securities and Exchange Commission on April 11, 2016 (the “ Original 13D ”), as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on July 10, 2018, as further amended by Amendment No. 2 to Schedule 13D filed by the Reporting Persons on November 26, 2018 (the “ Statement ”). All references in the Original 13D to Gulf TLP Holdings, LLC shall now be deemed references to TLP Acquisition Holdings, LLC (“ TLP Holdings ”). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.

On February 26, 2019, the registrant, TransMontaigne Partners L.P., a Delaware limited partnership, converted into a Delaware limited liability company named “TransMontaigne Partners LLC” (the “ TLP Conversion ”). References herein to the “Partnership” refer to TransMontaigne Partners L.P. prior to the TLP Conversion and TransMontaigne Partners LLC following the TLP Conversion. Immediately following the TLP Conversion, on February 26, 2019, the general partner of the registrant, TransMontaigne GP L.L.C., merged with and into TransMontaigne Partners LLC with TransMontaigne Partners LLC surviving (the “ GP Merger ”).

Immediately prior to the GP Merger, TLP Equity and TLP Acquisition, directly or indirectly, contributed 100% of their Common Units to Parent (the “ Contribution ”). As a result of the Contribution, TLP Equity and TLP Acquisition shall cease to be Reporting Persons immediately after the filing of this Amendment No. 3 and Parent has become a Reporting Person and a joint filer.

References herein to the “General Partner” refer to TransMontaigne GP L.L.C. prior to the GP Merger and TransMontaigne Partners LLC following the GP Merger.

The information previously provided in response to Item 3 is hereby amended and supplemented by adding the following paragraph:

The total consideration paid for the Common Units in connection with the Merger (as defined herein) was approximately $535 million. Approximately $19.7 million of the consideration was funded through capital contributions from the Reporting Persons to Parent, pursuant to the Equity Commitment Letter, and the remaining consideration was funded through the Term Loan Facility.

The information previously provided in response to this Item 4 is hereby amended and supplemented by adding the following paragraphs:

On February 26, 2019 (the “ Effective Time ”), pursuant to the Merger Agreement, Merger Sub was merged with and into the Partnership, with the Partnership surviving as a wholly owned subsidiary of Parent and the General Partner. At the Effective Time, each Common Unit outstanding immediately prior to the Effective Time (other than the Sponsor Units) was converted into the right to receive $41.00 in cash. The Partnership’s phantom units under the TLP Management Services LLC Savings and Retention Plan, effective February 26, 2016 (as amended from time to time and including any successor or replacement plan or plans, the “ Savings and Retention Plan ”), established pursuant to the TLP Management Services LLC 2016 Long-Term Incentive Plan, effective February 26, 2016 (as amended from time to time and including any successor or replacement plan or plans, the “ LTIP ,” and together with the Savings and Retention Plan, the “ Equity Plans ”), were converted into a right to receive a cash payment in an amount equal to the Merger Consideration with respect to each such phantom unit, which amount (i) was treated as “Covered Compensation” under the Savings and Retention Plan, and will vest and be payable in accordance with the terms of the underlying award agreement or letter (or the Savings and Retention Plan, if there was no separate award agreement or letter), and (ii) will be adjusted in accordance with the Savings and Retention Plan. Prior to the Effective Time, TLP Holdings, the Partnership and the General Partner took all actions necessary, if any, to eliminate any obligation under the Equity Plans to grant or issue any rights with respect to Common Units or other equity interests in the Partnership. The Sponsor Units were not cancelled, were not converted into the Merger Consideration and remain outstanding. As a result, the Reporting Persons became the beneficial owners of all of the Common Units of the Issuer.

Following the consummation of the transactions contemplated by the Merger Agreement, the Partnership’s Common Units ceased to be listed on the New York Stock Exchange and will be deregistered under the Securities Exchange Act of 1934, as amended.

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

(a) – (b)

The following sets forth the aggregate number of Common Units and percentage of Common Units beneficially owned by each of the Reporting Persons, as well as the number of Common Units as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of following the consummation of the transactions contemplated by the Merger Agreement.

Daniel R. Revers is the record holder of 3,166,704 Common Units.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: February 26, 2019