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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Targa Resources Partners LP
(Name of Issuer)
Common Stock
(Title of Class of Securities)
87611X9CE
(CUSIP Number)
December 31, 2007
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 87611X9CE
1.Names of Reporting Persons.
GPS Partners LLC
I.R.S. Identification Nos. of above persons (entities only).
73-1735371
2.Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3.SEC Use Only
4.Citizenship or Place of Incorporaion
California, United States
Number of 5.Sole Voting Power 2,924,739
Shares
Beneficially 6.Shared Voting Power None
Owned by
Each 7.Sole Dispositive Power 2,924,739
Reporting
Person With 8.Shared Dispositive Power None
9.Aggregate Amount Beneficially Owned by Each Reporting Person 2,924,739
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11.Percent of Class Represented by Amount in Row (9) 8.91%
12.Type of Reporting Person: IA
CUSIP No. 87611X9CE
1.Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Brett S. Messing
2.Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3.SEC Use Only
4.Citizenship or Place of Incorporaion
United States
Number of 5.Sole Voting Power 2,924,739
Shares
Beneficially 6.Shared Voting Power None
Owned by
Each 7.Sole Dispositive Power 2,924,739
Reporting
Person With 8.Shared Dispositive Power None
9.Aggregate Amount Beneficially Owned by Each Reporting Person 2,924,739
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11.Percent of Class Represented by Amount in Row (9) 8.91%
12.Type of Reporting Person: HC
Item 1(a). Name of Issuer:
Targa Resources Partners LP
Item 1(b). Address of Issuer's Principal Executive Offices:
1000 LOUISIANA
SUITE 4300
HOUSTON TX 77002
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office or, if None, Residence
Item 2(c). Citizenship
GPS Partners LLC
100 Wilshire Blvd. Suite 900
Santa Monica, CA 90401
California, United States
Brett S. Messing
100 Wilshire Blvd. Suite 900
Santa Monica, CA 90401
California, United States
United States
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
87611X9CE
Item 3. GPS Partners LLC is an investment advisor in
accordance with ss.240.13d-1(b)(1)(ii)(E). Brett S. Messing is a control
person in accordance with ss.240.13d-1(b)(1)(ii)(G).
Item 4. Ownership:
a. Amount beneficially owned: 2,924,739
b. Percent of Class: 8.91%
c. Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 2,924,739
(ii) Shared power to vote or to direct the vote None
(iii)Sole power to dispose or to direct the disposition of
2,924,739
(iv) Shared power to dispose or to direct the disposition None
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
GPS Partners LLC hold shares on behalf of GPS Income Fund LP
(1,810,242 shares).
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company of Control
Person:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10.Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above 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.
Date February 12, 2008
GPS Partners LLC
By:/s/ Steven A. Sugarman
Steven A. Sugarman
Title: Partner
By: /s/ Brett S. Messing
----------------------------
Name: Brett S. Messing
Title: Managing Partner
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G,
dated February 12, 2008, (the "Schedule 13G"), with respect to the Common Stock
of Targa Resources Partners LP is filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under
the Securities and Exchange Act of 1934, as amended, and that this Agreement
shall be included as an Exhibit to this Schedule 13G. Each of the undersigned
agrees to be responsible for the timely filing of the Schedule 13G, and for
the completeness and accuracy of the information concerning itself contained
therein. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 12th day of February 2008.
GPS Partners LLC
By: /s/ Steven A. Sugarman
---------------------------
Name: Steven A. Sugarman
Title: Partner
By: /s/ Brett S. Messing
----------------------------
Name: Brett S. Messing
Title: Managing Partner
Statement of Control Person
The Statement on this Schedule 13G dated February 12, 2008 with respect
to the common stock of Targa Resources Partners LP is filed by
Brett S. Messing in accordance with the provisions of Rule 13d-1(c) and Rule
13d-1(k),respectively, as control person (HC) of GPS Partners LLC.
GPS Partners LLC files this statement on Schedule 13G
in accordance with the provisions of Rule 13d-1(c) and Rule 13d-1(k),
respectively, as investment advisors (IA).