SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Oiltanking Holding Americas, Inc. (Last) (First) (Middle) 15631 JACINTOPORT BLVD. (Street) HOUSTON TX 77015 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Oiltanking Partners, L.P. [ OILT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/19/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units	07/19/2011		A		3,581,032(1)(2)	A	(2)	3,581,032	D
Common Units	07/19/2011		A		4,368,869(1)(3)	A	(3)	4,368,869	I	See Footnotes(1)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Subordinated Units	(4)	07/19/2011		A		10,457,842(1)(2)		(4)	(4)	Common Units	10,457,842	(2)	10,457,842(1)(2)	D
Subordinated Units	(4)	07/19/2011		A		8,992,059(1)(3)		(4)	(4)	Common Units	8,992,059	(3)	8,992,059(1)(3)	I	See Footnotes(1)(3)

1. Name and Address of Reporting Person* Oiltanking Holding Americas, Inc. (Last) (First) (Middle) 15631 JACINTOPORT BLVD. (Street) HOUSTON TX 77015 (City) (State) (Zip)

1. Name and Address of Reporting Person* Oiltanking GmbH (Last) (First) (Middle) 15631 JACINTOPORT BLVD. (Street) HOUSTON TX 77015 (City) (State) (Zip)

1. Name and Address of Reporting Person* Marquard & Bahls AG (Last) (First) (Middle) 15631 JACINTOPORT BLVD. (Street) HOUSTON TX 77015 (City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is jointly filed by Oiltanking Holding Americas, Inc. ("OTA"), Oiltanking GmbH ("GmbH") and Marquard & Bahls AG ("M&B"). OTA is a wholly owned subsidiary of GmbH, which is a wholly owned subsidiary of M&B. GmbH may be deemed to share beneficial ownership of OTA's interest in the Issuer through its ability to control OTA. M&B may be deemed to share beneficial ownership of OTA's interest in the Issuer through its ability to control GmbH.

2. Pursuant to the Contribution, Conveyance and Assumption Agreement (the "Contribution Agreement") by and among the Issuer, OTLP GP, LLC, OTA, OTB Holdco, LLC ("OTB Holdco"), Oiltanking Beaumont GP, L.L.C., Oiltanking Beaumont Partners, L.P., OTB GP, LLC, Oiltanking Houston, L.P. and OTH GP, LLC, dated July 19, 2011, OTA received 3,581,032 Common Units and 10,457,842 Subordinated Units in connection with the closing of the Issuer's initial public offering.

3. Pursuant to the Contribution Agreement, OTB Holdco, LLC, a wholly owned subsidiary of OTA, received 4,368,869 Common Units and 8,992,059 Subordinated Units. OTA may be deemed to share beneficial ownership in OTB Holdco's interest in the Issuer through its ability to control OTB Holdco.

4. The Subordinated Units will convert into Common Units on a one-for-one basis at the end of the Subordination Period as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-173199).

	/s/ Carlin G. Conner, President of Oiltanking Holding Americas, Inc.	07/21/2011
	/s/ Rutger van Thiel, Managing Director of Oiltanking GmbH	07/21/2011
	/s/ Klaus-Dieter Fr?se, Director of Finance, and Santokh S. Advani, Head of Tax and Accounting of Marquard & Bahls AG	07/21/2011
	** Signature of Reporting Person	Date
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