UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.

Security and Issuer

This statement on Schedule 13D this (“Statement”) relates to the common limited partner units (the “Common Units”) of TransMontaigne Partners L.P., a Delaware limited partnership (the “Issuer”). The principal executive offices of the Issuer are located at 1670 Broadway, Suite 3100, Denver, Colorado 80202.

This Schedule 13D represents Amendment No. 3 to the Schedule 13D (the “Original Schedule 13D”), originally filed with the Securities and Exchange Commission by NGL Energy Partners LP (“NGL”), NGL Energy Holdings LLC, (“NGL GP”), TransMontaigne LLC (“TMG”), TransMontaigne Product Services LLC (“TPS”) and TransMontaigne Services LLC. (“TS”) (collectively, the “Reporting Persons”).

All capitalized terms not otherwise defined herein have the meanings set forth in the Original Schedule 13D.

Item 4.

Purpose of Transaction

Item 4 is hereby amended by adding the following:

On January 7, 2016, NGL entered into a Purchase Agreement (the “Purchase Agreement”) by and among the NGL, TS, as seller, Gulf TLP Holdings, LLC, a Delaware limited liability company (“Buyer”), and ArcLight Energy Partners Fund VI, L.P., a Delaware limited partnership, pursuant to which NGL and TS  have agreed to sell to Buyer 100% of the membership interests in TransMontaigne GP L.L.C. (“TransMontaigne GP”) for $350.0 million in cash. TransMontaigne GP holds the 2% general partner interest and incentive distribution rights of the Issuer.  The Purchase Agreement contains customary representations, warranties, indemnification obligations and covenants by the parties.  The transaction is expected to close by the end of January 2016, subject to certain closing conditions.

In connection with the Purchase Agreement, NGL entered into a Lock-Up, Right of First Offer and Call Option Agreement (the “Agreement”) with Buyer pursuant to which NGL agreed not to dispose of any of its Common Units of the Issuer for a period beginning on January 7, 2016 and ending on the 90th day following the closing (the “Closing”) of the transactions contemplated by the Purchase Agreement (such period, the “Lock-Up Period”).  Following the expiration of the Lock-Up Period, Buyer shall have a right of first offer with respect to any Common Units that NGL or its subsidiaries proposes to transfer to a third party.  Additionally, NGL granted to Buyer a call option (the “Call Option”) with respect to 800,000 of its Common Units (the “Option Units”) pursuant to which Buyer has the option to purchase the Option Units following the Closing.  The Call Option may only be exercised by Buyer following, and subject to the consummation of the Closing, delivery of a written notice to NGL at any time during the 10-day period commencing on March 31, 2016.  The aggregate consideration to be paid by Buyer for the Option Units shall be determined by multiplying the number of Option Units by the volume-weighted average trading price per Common Unit on the New York Stock Exchange for the 15 trading days beginning on the 16th trading day preceding the date the Call Option exercise notice is delivered to NGL.  The Agreement will terminate if the Closing does not occur and the Purchase Agreement is terminated in accordance with its terms.

In addition to the foregoing, and subject to the terms of the Purchase Agreement, the Reporting Persons may engage in discussions with management, the Board of Directors, other unitholders of the Issuer and TransMontaigne GP and other relevant parties concerning the business, assets, capitalization, financial condition, operations, management, strategy and future plans of the Issuer, which discussions may include proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons may review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, the market price of the Common Units, other investment opportunities available to the Reporting Persons, market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investments in the Issuer as they deem appropriate.

NGL ENERGY PARTNERS LP

By: NGL Energy Holdings LLC, its general partner

By:

/s/ H. Michael Krimbill

Name:

H. Michael Krimbill

Title:

Chief Executive Officer

NGL ENERGY HOLDINGS LLC

By:

/s/ H. Michael Krimbill

Name:

H. Michael Krimbill

Title:

Chief Executive Officer

TRANSMONTAIGNE LLC

By:

/s/ Atanas H. Atanasov

Name:

Atanas H. Atanasov

Title:

Vice President

TRANSMONTAIGNE PRODUCT SERVICES LLC

By:

/s/ Atanas H. Atanasov

Name:

Atanas H. Atanasov

Title:

Vice President

TRANSMONTAIGNE SERVICES LLC

By:

/s/ Atanas H. Atanasov

Name:

Atanas H. Atanasov

Title:

Vice President