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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): November 14, 2009
MARTIN MIDSTREAM PARTNERS L.P.
(Exact name of Registrant as specified in its charter)
         
DELAWARE
(State of incorporation
or organization)
  000-50056
(Commission file
number)
  05-0527861
(I.R.S. employer identification
number)
     
4200 STONE ROAD
KILGORE, TEXAS

(Address of principal executive offices)
  75662
(Zip code)
Registrant’s telephone number, including area code: (903) 983-6200
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 3.02. Unregistered Sales of Equity Securities.
     On November 14, 2009, the remaining 850,674 subordinated units of Martin Midstream Partners L.P. (the “Partnership”) held by Martin Resource LLC were automatically converted on a one-for-one basis into 850,674 common units of the Partnership. The conversion occurred pursuant to the terms of the Partnership’s Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) as a result of the Partnership’s achievement of certain financial goals set forth in the Partnership Agreement. The common units into which the subordinated units have been converted are being issued in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended.

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  MARTIN MIDSTREAM PARTNERS L.P.
 
 
  By:   Martin Midstream GP LLC    
    Its General Partner   
 
Date: November 16, 2009  By:   /s/ Robert D. Bondurant    
    Robert D. Bondurant,   
    Executive Vice President and Chief Financial Officer