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): August 4, 2011

Oiltanking Partners, L.P.

(Exact name of registrant as specified in its charter)

Delaware		001-35230		45-0684578
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation or organization)		File Number)		Identification No.)

15631 Jacintoport Blvd.
Houston, Texas 77015
(Address of principal executive office) (Zip Code)

(281) 457-7900
(Registrants’ telephone number, including area code)

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:

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 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On August 4, 2011, Oiltanking Holding Americas, Inc. (“OTA”), the sole member of OTLP GP, LLC (the “General Partner”), the general partner of Oiltanking Partners, L.P. (the “Partnership”), appointed Randall J. Larson to serve as a member of the board of directors of the General Partner (the “Board”). The Board determined that Mr. Larson is an independent director, and appointed Mr. Larson to serve as the Chairman of the Audit Committee and a member of the Conflicts Committee of the Board. In addition, Gregory C. King, who was previously appointed as an independent director of Board in connection with the initial public offering of the Partnership, was appointed to serve as the Chairman of the Conflicts Committee.

     Consistent with the Partnership’s policy for compensating non-employee directors of the General Partner, Mr. Larson and the other non-employee directors of the General Partner, Gregory C. King and David L. Griffis, will each receive $45,000 for their service on the Board during 2011, and each subsequent calendar year, unless otherwise determined by the Board, as well as $2,000 for each meeting of the Board or any Board committee attended in person and $1,500 for each meeting of the Board or any Board committee attended telephonically. In addition, each non-employee director will receive $5,000 annually for each Board committee for which they serve as chairman.

     There are no understandings or arrangements between Mr. Larson and any other person pursuant to which Mr. Larson was elected to serve as a director of the General Partner. There are no relationships between Mr. Larson and the General Partner, the Partnership or any of the Partnership’s subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Item 9.01		Financial Statements and Exhibits.

(d) Exhibits

99.1		Press Release dated August 4, 2011, announcing appointment of Randall J. Larson to the Board of Directors

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 thereunto duly authorized.

Exhibit 99.1

		NEWS RELEASE
		Contacts:
		Ken Owen, Chief Financial Officer
		ir@oiltankingpartners.com
		281-457-7900
FOR IMMEDIATE RELEASE
		Jack Lascar / jlascar@drg-l.com
		Lisa Elliott / lelliott@drg-l.com
		DRG&L / 713-529-6600

OILTANKING PARTNERS, L.P. ANNOUNCES APPOINTMENT OF RANDALL J. LARSON AS DIRECTOR

HOUSTON — August 4, 2011 — Oiltanking Partners, L.P. (NYSE: OILT), announced today that Randall J. Larson has been appointed to serve on the board of directors of its general partner. Mr. Larson will serve as an independent director and as Chairman of the Audit Committee and a member of the Conflicts Committee of the board. In addition, Gregory C. King, who was appointed as an independent director of the board of directors of the general partner in July 2011, will serve as Chairman of the Conflicts Committee and as a member of the Audit Committee.

Carlin G. Conner, President, Chief Executive Officer and Chairman of the Board, stated, “We are excited that individuals with the industry experience and financial sophistication that both Greg and Randy possess have joined our leadership team. We look forward to working with Greg and Randy to help execute our growth strategy and deliver value to our unitholders.”

Mr. Larson previously served as Chief Executive Officer of the general partner of TransMontaigne Partners L.P. from September 2006 until August 2009, and as its Chief Financial Officer from January 2003 until September 2006, and served as its Controller from May 2002 to January 2003. From July 1994 to May 2002, Mr. Larson was a partner with KPMG LLP in its Silicon Valley and National (New York City) offices. From July 1992 to July 1994, Mr. Larson served as a Professional Accounting Fellow in the Office of Chief Accountant of the Securities and Exchange Commission. Mr. Larson has been a director of the general partner of MarkWest Energy Partners, L.P. since July 2011.

Gregory C. King began serving as a member of the board of directors of our general partner in connection with the completion of our initial public offering in July 2011. Mr. King previously served as President of Valero Energy Corporation

from January 2003 to December 2007. Mr. King served as Executive Vice President and General Counsel of Valero Energy from September 2001 until December 2002, and as Executive Vice President and Chief Operating Officer from January 2001 until September 2001. Prior to that, he served as Senior Vice President and Chief Operating Officer of Valero Energy from 1999 to January 2001. He became Vice President and General Counsel of Valero Energy in 1997, and prior to that was a Partner in the Houston-based law firm of Bracewell & Giuliani. He has been a director of Range Fuels, Inc. since August 2008. From January 1, 2002 until July, 2006, Mr. King served as director of Valero GP, LLC (currently known as NuStar GP, LLC), the general partner of Valero L.P. (currently known as NuStar Energy L.P.).

Oiltanking Partners is a master limited partnership engaged in independent storage and transportation of crude oil, refined petroleum products and liquefied petroleum gas. We provide our services to a variety of customers, including major integrated oil companies, distributors, marketers and chemical and petrochemical companies. Our assets are located along the upper Gulf Coast of the United States. For more information, visit www.oiltankingpartners.com.

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