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: Sturdivant Robert C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-28	Common Units - Class A	A	7062549	—	Acquired	7062549	Indirect
2010-12-28	Common Units - Class A	A	2496146	—	Acquired	2496146	Indirect
2010-12-28	Common Units - Class A	A	293474	—	Acquired	293474	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-28	Common Units - Class B	$	A	21316	Acquired		Common Units - Class A (21316)	Indirect
2010-12-28	Waiver Units - Class 1	$	A	619838	Acquired	2021-01-01	Common Units - Class A (619838)	Indirect
2010-12-28	Waiver Units - Class 2	$	A	619838	Acquired	2021-01-01	Common Units - Class A (619838)	Indirect
2010-12-28	Waiver Units - Class 3	$	A	619838	Acquired	2021-01-01	Common Units - Class A (619838)	Indirect
2010-12-28	Waiver Units - Class 4	$	A	619838	Acquired	2021-01-01	Common Units - Class A (619838)	Indirect
2010-12-28	Common Units - Class B	$	A	7534	Acquired		Common Units - Class A (7534)	Indirect
2010-12-28	Waiver Units - Class 1	$	A	219072	Acquired	2021-01-01	Common Units - Class A (219072)	Indirect
2010-12-28	Waiver Units - Class 2	$	A	219072	Acquired	2021-01-01	Common Units - Class A (219072)	Indirect
2010-12-28	Waiver Units - Class 3	$	A	219072	Acquired	2021-01-01	Common Units - Class A (219072)	Indirect
2010-12-28	Waiver Units - Class 4	$	A	219072	Acquired	2021-01-01	Common Units - Class A (219072)	Indirect
2010-12-28	Common Units - Class B	$	A	885	Acquired		Common Units - Class A (885)	Indirect
2010-12-28	Waiver Units - Class 1	$	A	25756	Acquired	2021-01-01	Common Units - Class A (25756)	Indirect
2010-12-28	Waiver Units - Class 2	$	A	25756	Acquired	2021-01-01	Common Units - Class A (25756)	Indirect
2010-12-28	Waiver Units - Class 3	$	A	25756	Acquired	2021-01-01	Common Units - Class A (25756)	Indirect
2010-12-28	Waiver Units - Class 4	$	A	25756	Acquired	2021-01-01	Common Units - Class A (25756)	Indirect

Footnotes

F1: Acquired 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 Merger 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: 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-to-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.

F3: 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 cash 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.

F4: Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled.

F5: These units are beneficially owned directly by Q GEI Holdings, LLC. By virtue of (i) his membership interest in Q GEI Holdings, LLC, and (ii) his partnership interests in Quintana Capital Group II, L.P., which is the general partner of Quintana Energy Partners II, LP and QEP II Genesis TE Holdco, LP, each of which is a member of Q GEI Holdings, LLC, the Reporting Person could be deemed to have an indirect pecuniary interest in such units. All units owned by Q GEI Holdings, LLC are reported on this line. The Reporting Person disclaims beneficial ownership of the units except to the extent of his pecuniary interest therein.

F6: These units are beneficially owned directly by Quintana Energy Partners II, LP, whose general partner is Quintana Capital Group II, L.P. By virtue of his partnership interests in Quintana Capital Group II, L.P., the Reporting Person could be deemed to have an indirect pecuniary interest in such units. All units owned by Quintana Ennergy Partners II, LP are reported on this line. The Reporting Person disclaims beneficial ownership of the units except to the extent of his pecuniary interest therein.

F7: These units are beneficially owned directly by QEP II Genesis TE Holdco, LP, whose general partner is Quintana Capital Group II, L.P. By virtue of his partnership interest in Quintana Capital Group II, L.P., the Reporting Person could be deemed to have an indirect pecuniary interest in such units. All units owned by QEP II Genesis TE Holdco, LP are reported on this line. The Reporting Person disclaims beneficial ownership of the units except to the extent of his pecuniary interest therein.