GENESIS ENERGY LP — Director's Dealing 2011

Jan 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2011-01-07

Reporting Person: QEP Management Co LP (Possible member of 10% group)
Reporting Person: QEP Management Co GP LLC (Possible member of 10% group)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-07	Phantom Units	$	A	2840	Acquired	2014-01-01	Common Units - Class A (2840)	Indirect

Footnotes

F1: The phantom units will be paid in cash based on the average closing price of the Common Units - Class A for the 20 trading days immediately prior to the date of vesting.

F2: Award includes tandem distribution equivalent rights pursuant to which the quarterly distributions paid by the partnership on each Common Unit will be accrued over the vesting period and paid quarterly.

F3: Pursuant to an arrangement between QEP Management Co., LP and each of Robert Sturdivant, Corbin J. Robertson III, William K Robertson and Donald L. Evans, each a director of Genesis Energy, LLC, the general partner of Genesis Energy, L.P., QEP Management Co., L.P. or one of its affiliates has the right to receive the proceeds derived from certain Phantom Units granted to such persons for their respective service in their capacity as director.