UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~October~~December 1120, 2011

American Petroleum Tankers Parent LLC

(Exact name of registrant as specified in charter)

Delaware

333-171331

90-0587372

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

600 W. Germantown Pike, Suite 400,

Plymouth Meeting, PA 19462

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (610) 940-1677

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement

On ~~October~~December 1120, 2011, American Petroleum Tankers ~~Parent~~ LLC (“APT ~~Parent~~”) entered into ~~a Deferred~~an ~~Compensation~~amendment ~~arrangement~~ (the “~~Deferred Compensation Agreement~~Amendment”) with ~~Robert~~the K.Military ~~Kurz~~Sealift Command, ~~Chief~~Department ~~Executive~~ of ~~APT~~the ~~Parent~~U.S. Navy (~~the~~ “~~CEO~~MSC”), ~~whereby~~amending the ~~CEO~~Solicitation, ~~will~~Offer ~~receive~~and ~~0.5% of the amounts repaid to the lenders under the Revolving Notes Facility Agreement~~Award, dated ~~as of~~ August 731, 2006, asby ~~amended~~and ~~(the~~among ~~“Revolver”);~~MSC ~~provided~~and ~~that~~APT ~~such~~(as ~~amounts~~successor ~~are~~ in ~~excess~~interest ofto ~~the~~USS ~~Hurdle~~Product ~~Amount~~Carriers (LLC), as ~~defined~~amended in (the ~~Deferred~~“MSC ~~Compensation Agreement~~Charter”) .

The ~~CEO’s~~Amendment ~~right~~requires MSC to ~~receive~~pay ~~the~~APT ~~amounts~~cancellation ~~set~~costs ~~forth~~if inMSC ~~the~~fails ~~Deferred Compensation Agreement (the “Award”) is subject~~ to ~~vesting.~~ ~~Twenty~~exercise ~~Percent (20%) of~~ the ~~Award vested upon the execution of the Deferred Compensation Agreement. An additional twenty percent (20%) will vest on December 31~~second, ~~2011~~third ~~and~~or anfourth ~~additional~~option ~~twenty~~periods ~~percent (20%) will vest on~~or ~~each~~terminates ~~anniversary~~for ~~thereafter.~~convenience ~~However,~~during at any ~~time,~~such ~~the~~option ~~Award~~period. isThe ~~subject~~Amendment toalso ~~vesting~~provides inthat ~~full~~MSC ~~(to~~will ~~the~~pay ~~extent~~APT ~~not previously forfeited) upon~~ a ~~change~~decreased ofcharter ~~control~~hire ofduring ~~our~~the ~~parent~~second, ~~American~~third ~~Petroleum~~and ~~Tankers~~fourth ~~Holding~~option ~~LLC~~periods. (“APT ~~Holding”)~~believes inthis ~~which~~will ~~the Class A~~give ~~members~~further ofincentive ~~APT~~to ~~Holding~~MSC ~~realize~~to anexercise each ~~internal rate~~ of ~~return~~the ofremaining atMSC ~~least~~Charter ~~fifteen~~option ~~percent (15%)~~periods.

InThe ~~connection~~foregoing ~~with~~description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the ~~Deferred~~full ~~Compensation~~text ~~Agreement,~~of the ~~CEO~~Amendment, ~~also~~which ~~received~~is ~~incentive~~filed ~~interest~~as ~~awards~~Exhibit in10.1 ato ~~newly~~this ~~formed~~Current ~~LLC~~Report ~~that~~on isForm ~~now~~8-K aand ~~Class A~~incorporated ~~member~~into ofthis ~~APT~~Current ~~Holding~~Report by reference.

The foregoing description of the Deferred Compensation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Deferred Compensation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Current Report by reference.

Item 9.01

Financial Statements and Exhibits

(d)		Exhibits
10.1		Deferred Compensation Agreement, dated as of October 11, 2011, between American Petroleum Tankers Parent LLC and Robert K. Kurz

(d)

Exhibits


10.1		Amendment of Solicitation/Modification of Contract, dated as of December 19, 2011 American Petroleum Tankers LLC and Military Sealift Command

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.

		American Petroleum Tankers Parent LLC
Date: October 14, 2011		/s/ Robert K. Kurz
Date: December 23, 2011		/s/ Robert K. Kurz
		Robert K. Kurz
		Chief Executive Officer

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