GENESIS ENERGY LP — Director's Dealing 2011

Aug 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2011-08-12

Reporting Person: Quintana Capital Group GP Ltd (Possible member of 10% group)
Reporting Person: Quintana Capital Group II LP (Possible member of 10% group)
Reporting Person: QUINTANA ENERGY PARTNERS II LP (Possible member of 10% group)
Reporting Person: QEP II Genesis TE Holdco LP (Possible member of 10% group)
Reporting Person: QEP Management Co GP LLC (Possible member of 10% group)
Reporting Person: QEP Management Co LP (Possible member of 10% group)
Reporting Person: Q GEI Holdings LLC (Possible member of 10% group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-12	Common Units - Class A	J	7055595	—	Disposed	6954	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-12	Waiver Units - Class 1	$	J	619838	Acquired		Common Units - Class A (619838)	Indirect
2011-08-12	Waiver Units - Class 2	$	J	619838	Acquired		Common Units - Class A (619838)	Indirect
2011-08-12	Waiver Units - Class 3	$	J	619838	Acquired		Common Units - Class A (619838)	Indirect
2011-08-12	Waiver Units - Class 4	$	J	619838	Acquired		Common Units - Class A (619838)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units - Class A	1618	Direct
Common Units - Class A	2414393	Indirect
Common Units - Class A	242643	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Waiver Units - Class 1	$		Common Units - Class A (305908)	305908	Indirect
Waiver Units - Class 2	$		Common Units - Class A (305908)	305908	Indirect
Waiver Units - Class 3	$		Common Units - Class A (305908)	305908	Indirect
Waiver Units - Class 4	$		Common Units - Class A (305908)	305908	Indirect
Waiver Units - Class 1	$		Common Units - Class A (30780)	30780	Indirect
Waiver Units - Class 2	$		Common Units - Class A (30780)	30780	Indirect
Waiver Units - Class 3	$		Common Units - Class A (30780)	30780	Indirect
Waiver Units - Class 4	$		Common Units - Class A (30780)	30780	Indirect

Footnotes

F1: On August 12, 2011, Q GEI Holdings, LLC distributed pro rata to its members in accordance with their respective interests 7,055,595 Common Units - Class A and 2,479,352 Waiver Units (divided equally among Class 1, Class 2, Class 3, and Class 4). Of the amounts distributed, Quintana Energy Partners II, L.P. received 988,451 Common Units - Class A and 347,344 Waiver Units (divided equally among Class 1, Class 2, Class 3 and Class 4), and QEP II Genesis TE Holdco, LP received 57,188 Common Units - Class A and 20,096 Waiver Units (divided equally among Class 1, Class 2, Class 3 and Class 4).

F2: Q GEI Holdings, LLC is managed by a board of managers (the "Q GEI Board") the members of which are Jimmy A. McDonald, Steve Putman and Corbin J. Robertson III (such individuals, collectively, the "Q GEI Managers"). The Q GEI Board acts unanimously and none of the Q GEI Managers may act individually to vote or sell any of the units covered by this Form 4. Each of the Q GEI Managers is also an employee of Quintana Capital Group GP, Ltd.

F3: Quintana Capital Group GP, Ltd. is the general partner of Quintana Capital Group II, L.P., which is the general partner of Quintana Energy Partners II, L.P. and QEP II Genesis TE Holdco, LP. QEP Management Co. GP, LLC is the general partner of QEP Management Co., L.P. (each a "management entity"). Each such management entity provides management services to Quintana Energy Partners II, L.P. and QEP II Genesis TE Holdco, LP, and may be deemed to have or share voting power and/or investment power over the units reported in this Form 4 held by such entities. QEP Management Co. GP, LLC is managed by a board of managers and Quintana Capital Group GP, Ltd. is managed by a board of directors (such boards, collectively, the "Quintana Boards"). The members of each Quintana Board are Donald L. Evans, Warren S. Hawkins, Corbin J. Robertson, Jr., Brock E. Morris, Corbin J. Robertson III, and William K. Robertson.

F4: The Waiver Units, among other rights, preferences and privileges, are entitled to quarterly distributions of $0.001786 per Waiver Unit and are convertible into Common Units - Class A 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. Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled.