CUSIP
No. 48268Y101
|
13G/A
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Page 2
of 7
Pages
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1
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NAME
OF REPORTING PERSON
Tortoise
Capital Advisors, L.L.C.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ X ]
(See
Instructions)
|
3
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SEC
USE ONLY
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
6
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SHARED
VOTING POWER
1,102,163
(see Item 4)
|
7
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SOLE
DISPOSITIVE POWER
0
|
8
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SHARED
DISPOSITIVE POWER
1,164,930
(see Item 4)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,164,930
(see Item 4)
|
10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See
Instructions)
Not
Applicable
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.0%
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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CUSIP
No. 48268Y101
|
13G/A
|
Page 3
of
7 Pages
|
1
|
NAME
OF REPORTING PERSON
Tortoise
Energy Infrastructure Corporation
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ X ]
(See
Instructions)
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Maryland
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
612,800
(see Item 4)
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
612,800
(see Item 4)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
612,800
(see Item 4)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See
Instructions)
Not
Applicable
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
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Item
1(a)
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Name of
Issuer
:
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K-Sea
Transportation Partners
L.P.
Item
1(b)
|
Address
of Issuer's Principal Executive
Offices
:
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One
Tower Center Boulevard, 17
th
Floor,
East
Brunswick, New Jersey 08816
Item
2(a)
|
Name
of Persons Filing
:
|
This
13G is being jointly filed by
Tortoise Capital Advisors, L.L.C., a Delaware limited liability company (“TCA”),
and Tortoise Energy Infrastructure Corporation, a Maryland corporation
(“TYG”).
TCA
and TYG have entered into an
Agreement Regarding Joint Filing of 13G dated November 8, 2007 (the “Agreement”)
pursuant to which TCA and TYG have agreed to file this 13G jointly in accordance
with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934,
as amended (the “Act”). A copy of the Agreement is attached hereto as
Exhibit A.
Item
2(b)
|
Address
of Principal Business Office or, if None,
Residence
:
|
The
principal business address of both
TCA and TYG is 10801 Mastin Blvd., Suite 222, Overland Park, Kansas
66210.
TCA
is a Delaware limited liability
company and TYG is a Maryland corporation.
Item
2(d)
|
Title
of Class of
Securities
:
|
Common
Units
Item
3
|
The
Reporting Person is
:
|
TCA
is an
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) and TYG is an
investment company registered under Section 8 of the Investment Company Act
of
1940 (15 U.S.C. 80a-8).
TCA
acts as an investment advisor to
certain closed-end investment companies registered under the Investment Company
Act of 1940, including TYG. TCA, by virtue of investment advisory
agreements with these investment companies, has all investment and voting power
over securities owned of record by these investment
companies. However, despite their delegation of investment and voting
power to TCA, these investment companies may be deemed to be the beneficial
owner under Rule 13d-3 of the Act, of the securities they own of record because
they have the right to acquire investment and voting power through termination
of their investment advisory agreement with TCA. Thus, TCA has
reported that it shares voting power and dispositive power over the securities
owned of record by these investment companies, and TYG has reported that it
shares voting power and dispositive power over the securities owned of record
by
it. TCA also acts as
Page
5 of
7 Pages
an
investment advisor to certain managed accounts. Under contractual
agreements with individual account holders, TCA, with respect to the securities
held in the managed accounts, shares investment and voting power with certain
account holders, and has no voting power but shares investment power with
certain other account holders. TCA may be deemed the beneficial owner
of the securities covered by this statement under Rule 13d-3 of the
Act. None of the securities listed below are owned of record by TCA,
and TCA disclaims any beneficial interest in such securities.
A. Tortoise
Capital Advisors
(a) Amount
beneficially owned:
1,164,930
(b) Percent
of class:
11.0%
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or to direct the vote: 0
(ii) Shared
power to vote or direct the vote: 1,102,163
(iii) Sole
power to dispose or to direct the disposition of: 0
(iv) Shared
power to dispose or to direct the disposition of: 1,164,930
B.
Tortoise Energy Infrastructure Corporation
(a) Amount
beneficially owned: 612,800
(b) Percent
of class: 5.8%
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or to direct the vote: 0
(ii) Shared
power to vote or direct the vote: 612,800
(iii) Sole
power to dispose or to direct the disposition
of: 0
(iv) Shared
power to dispose or to direct the disposition of: 612,800
Item
5
|
Ownership
of Five Percent or Less of a
Class
:
|
Item
6
|
Ownership
of More than Five Percent on Behalf of Another
Person
:
|
The
investment companies and the
managed accounts discussed in Item 4 above have the right to receive all
dividends from, and the proceeds from the sale of, the securities held in their
respective accounts. Except for TYG, the interest of any one such
person does not exceed 5% of the class of securities.
Item
7
|
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
|
|
Reported
on By the Parent Holding
Company
:
|
Not
Applicable
Item
8
|
Identification
and Classification of Members of the
Group
:
|
Not
Applicable
Item
9
|
Notice
of Dissolution of
Group
:
|
Not
Applicable
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as
a
participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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TORTOISE
CAPITAL
ADVISORS, L.L.C.
|
|
|
|
|
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Date:
November 9, 2007
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By:
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/s/ Terry
Matlack
|
|
|
|
Terry
Matlack
|
|
|
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Title:
Managing
Director
|
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TORTOISE
ENERGY INFRASTRUCTURE CORPORATION
|
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|
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|
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Date:
November 9, 2007
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By:
|
/s/ Terry
Matlack
|
|
|
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Terry
Matlack
|
|
|
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Title:
Chief Financial Officer
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Exhibit
A
AGREEMENT
REGARDING THE JOINT FILING OF SCHEDULE 13G
In
accordance with Rule 13d-1 (k) under the Securities Exchange Act of 1934,
as
amended, the undersigned agree to the joint filing on behalf of each of them
of
a statement on Schedule 13G (including amendments thereto) with respect to
the
Common Units of K-Sea Transportation Partners L.P., and further agree that
this
agreement be included as an exhibit to such filings.
In
evidence whereof, the undersigned have caused this Agreement to be executed
on
their behalf this 8th day of November, 2007.
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TORTOISE
CAPITAL ADVISORS, L.L.C.
|
|
|
|
|
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Date:
November 9, 2007
|
By:
|
/s/ Terry
Matlack
|
|
|
|
Terry
Matlack
|
|
|
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Title:
Managing Director
|
|
|
|
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|
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TORTOISE
ENERGY INFRASTRUCTURE CORPORATION
|
|
|
|
|
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Date:
November 9, 2007
|
By:
|
/s/ Terry
Matlack
|
|
|
|
Terry
Matlack
|
|
|
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Title: Chief
Financial Officer
|
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