(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Calculated based on 16,124,566 common limited partner units of TransMontaigne Partners L.P. outstanding as of July 31, 2014, as reported in TransMontaigne Partner L.P.’s quarterly report on Form 10-Q for the quarter ended June 30, 2014.

2

(1) Solely in its capacity as the general partner of NGL Energy Partners LP.

(2) Calculated based on 16,124,566 common limited partner units of TransMontaigne Partners L.P. outstanding as of July 31, 2014, as reported in TransMontaigne Partner L.P.’s quarterly report on Form 10-Q for the quarter ended June 30, 2014.

3

(1)         Calculated based on 16,124,566 common limited partner units of TransMontaigne Partners L.P. outstanding as of July 31, 2014, as reported in TransMontaigne Partner L.P.’s quarterly report on Form 10-Q for the quarter ended June 30, 2014.

4

(1) Calculated based on 16,124,566 common limited partner units of TransMontaigne Partners L.P. outstanding as of July 31, 2014, as reported in TransMontaigne Partner L.P.’s quarterly report on Form 10-Q for the quarter ended June 30, 2014.

5

(1) Calculated based on 16,124,566 common limited partner units of TransMontaigne Partners L.P. outstanding as of July 31, 2014, as reported in TransMontaigne Partner L.P.’s quarterly report on Form 10-Q for the quarter ended June 30, 2014.

6

(1) Calculated based on 16,124,566 common limited partner units of TransMontaigne Partners L.P. outstanding as of July 31, 2014, as reported in TransMontaigne Partner L.P.’s quarterly report on Form 10-Q for the quarter ended June 30, 2014.

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(1) Calculated based on 16,124,566 common limited partner units of TransMontaigne Partners L.P. outstanding as of July 31, 2014, as reported in TransMontaigne Partner L.P.’s quarterly report on Form 10-Q for the quarter ended June 30, 2014.

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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. 1 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”), H. Michael Krimbill, NGL Energy Operating LLC (“NGL Operating”), TransMontaigne Inc. (“TMG”), TransMontaigne Product Services Inc. (“TPSI”) and TransMontaigne Services Inc. (“TSI”) (collectively, the “Reporting Persons”).

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

Item 4 is hereby amended by adding the following:

On August 15, 2014, NGL and the Conflicts Committee of the Board of Directors of TransMontaigne GP L.L.C., the general partner of TLP (“TMG GP”), terminated discussions regarding NGL’s proposal to purchase all of the outstanding publicly-held Common Units of TLP.

Notwithstanding the termination of discussions surrounding a proposed transaction, the Reporting Persons may engage in discussions with management, the Board of Directors, other unitholders of the Issuer and TMG 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, including purchasing additional Common Units or disposing of all or a portion of their Common Units.

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SIGNATURES

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

Date: August 18, 2014

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