GENESIS ENERGY LP — Director's Dealing 2010

Dec 30, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2010-12-28

Reporting Person: SIMS GRANT E (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-28	Common Units - Class A	A	2264690	—	Acquired	2270690	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-28	Common Units - Class B	$	A	3421	Acquired		Common Units - Class A (3421)	Direct
2010-12-28	Waiver Units - Class 1	$	A	198459	Acquired	2021-01-01	Common Units - Class A (198459)	Direct
2010-12-28	Waiver Units - Class 2	$	A	198459	Acquired	2021-01-01	Common Units - Class A (198459)	Direct
2010-12-28	Waiver Units - Class 3	$	A	198459	Acquired	2021-01-01	Common Units - Class A (198459)	Direct
2010-12-28	Waiver Units - Class 4	$	A	198459	Acquired	2021-01-01	Common Units - Class A (198459)	Direct

Footnotes

F1: Acquird pursuant to the Agreement and Plan of Merger, dated as of December 28, 2010, by and among Genesis Energy, L.P. (the "Partnership"), Genesis Acquisition, LLC and Genesis Energy, LLC (the "Merger Agreement") as Mergerr Consideration (as defined in the Merger Agreement). On the effective date of the merger, the closing price of the Common Units - Class A of the Partnership on the New York Stock Exchange was $26.24.

F2: 1,000 of these Common Units - Class A are held by Mr. Sims' father. Mr. Sims disclaims beneficial ownership of these units.

F3: Common Units - Class B are entitled to all the rights, preferences and privileges of the Common Units - Class A (and have the right to elect the directors of Genesis Energy, LLC, the general partner of the Partnership, and related rights) and will convert on a one-for-one basis upon (i) automatic conversion upon the removal of the general partner of the Partnership and the appointment of a successor or (ii) the holder's election.

F4: The Waiver Units, among other rights, preferences and privileges, are entitled to quarterly distributions of $0.001786 per Waiver Unit and are convertible on a one-for-one basis at the option of the holder upon, among other things, payment of a quarterly distribution on the Common Units that has a coverage ratio of at least 1.10 and equals or exceeds the applicable distribution level: (i) Class 1 - $0.43 per Common Unit; (ii) Class 2 - $0.46 per Common Unit; (iii) Class 3 - $0.49 per Common Unit; and (iv) Class 4 - $0.52 per Common Unit. The Waiver Units will also automatically convert to Common Units - Class A upon the six-month anniversary of the occurrence of the circumstances that give rise to the right of the holder to convert.

F5: Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled.