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GENESIS ENERGY LP — Director's Dealing 2010
Dec 30, 2010
31663_dirs_2010-12-30_10271c53-d445-4d78-8c25-5c0fa20c68e3.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2010-12-28
Reporting Person: Nathanson Steven R (President, Refinery Svcs Div)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2010-12-28 | Common Units - Class A | A | 616512 | — | Acquired | 746419 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2010-12-28 | Waiver Units - Class 1 | $ | A | 53944 | Acquired | 2021-01-01 | Common Units - Class A (53944) | Direct |
| 2010-12-28 | Waiver Units - Class 2 | $ | A | 53944 | Acquired | 2021-01-01 | Common Units - Class A (53944) | Direct |
| 2010-12-28 | Waiver Units - Class 3 | $ | A | 53944 | Acquired | 2021-01-01 | Common Units - Class A (53944) | Direct |
| 2010-12-28 | Waiver Units - Class 4 | $ | A | 53944 | Acquired | 2021-01-01 | Common Units - Class A (53944) | Direct |
Footnotes
F1: 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: 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.
F3: Waiver Units that have become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled.