GENESIS ENERGY LP — Director's Dealing 2011

Aug 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2011-08-04

Reporting Person: Sturdivant Robert C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-04	Common Units - Class A	J	178223	—	Disposed	1425942	Indirect
2011-08-04	Common Units - Class A	J	861	—	Acquired	861	Direct
2011-08-04	Common Units - Class A	J	1618	—	Acquired	1618	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units - Class A	185455	Indirect
Common Units - Class A	7062549	Indirect

Footnotes

F1: On August 4, 2011, Quintana Energy Partners II, L.P. ("QEP II") distributed 178,223 common Units - Class A to Quintana Capital Group II, L.P. (QCG II"), its general partner, on account of the latter's carried and pro rata partnership interests in QEP II. QCG II simultaneously distributed those units on a pro rata basis to its partners (including the Reporting Person). The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 or for any other purpose.

F2: On August 4, 2011, the Reporting Person and Quintana Capital Group GP, Ltd. ("QCG GP"), the general partner of QEP II, received 9,446 and 1,618 Common Units - Class A, respectively, each in a pro rata distribution from QCG II. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 or for any other purpose.

F3: Each of QEP II and QEP II Genesis TE Holdco, LP has (i) QCG II as its general partner (with QCG GP as the general partner of QCG II), (ii) management services provided by QEP Management Co., L.P. ("QEP Management") and (iii) membership interests in Q GEI Holdings, LLC ("Q GEI"). By virtue of the Reporting Person's relationship with or interests in QCG GP, QCG II, QEP Management and Q GEI, he may be deemed to have shared voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 or for any other purpose.