| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
K-SEA TRANSPORTATION PARTNERS LP [ KSP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/16/2009 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 02/16/2009 | M(1)(2) | 2,082,500 | A | (1)(2) | 4,165,000 | I | See note(3) | ||
| Common Units representing limited partner interests | 43,912 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. In connection with its initial public offering in January 2004, K-Sea Transportation Partners L.P. (the "Issuer") issued an aggregate of 4,165,000 subordinated units representing limited partner interests ("Subordinated Units") in the Issuer as follows: 2,983,182 Subordinated Units to EW Transportation LLC, a Delaware limited liability company ("EWT LLC"), 727,273 Subordinated Units to EW Holding Corp., a Delaware corporation ("EWH Corp.") and wholly owned subsidiary of EWT LLC, and 454,545 Subordinated Units to EW Transportation Corp., a Delaware corporation ("EWT Corp.") and wholly owned subsidiary of EWH Corp. The subordination period ended on February 16, 2009 once the Issuer met the financial tests in its Third Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"). |
| 2. When the subordination period ended, all Subordinated Units converted into common units representing limited partner interests ("Common Units") of the Issuer on a one-for-one basis. On each of February 14, 2007 and February 14, 2008, 25% of the outstanding Subordinated Units (or 1,041,250 Subordinated Units) converted into Common Units of the Issuer upon the achievement of certain financial tests described in the Partnership Agreement. On February 16, 2009, the remaining Subordinated Units (or 2,082,500 Subordinated Units) converted into Common Units of the Issuer upon the achievement of these financial tests, and the subordination period ended. |
| 3. EWT LLC is owned by individual investors, including certain of the Issuer's directors and executive officers, and by KSP Investors A L.P. (57.6% economic interest), KSP Investors B L.P. (19.8% economic interest) and KSP Investors C L.P. (12.6% economic interest) (each, a "KSP Entity"). Mr. Friedman also owns 51% of Park Avenue Transportation Inc. ("PAT"), which is the general partner of each KSP Entity. Mr. Friedman and PAT may be deemed to beneficially own the securities owned by EWT LLC and its subsidiaries. Mr. Friedman and PAT disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interests therein. |
| Remarks: |
| Mr. Friedman is a member of of the Board of Directors of K-Sea General Partner GP LLC, the general partner of K-Sea General Partner L.P., the general partner of the Issuer. |
| Brian P. Friedman | 03/19/2009 | |
| Brian P. Friedman, President of Park Avenue Transportation, Inc. | 03/19/2009 | |
| ** 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 Number. | ||