GENESIS ENERGY LP — Director's Dealing 2012

Oct 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2012-10-05

Reporting Person: Evans Donald L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-05	Common Units - Class A	S	992836	$32.15	Disposed	358250	Indirect
2012-10-05	Common Units - Class A	S	358250	$30	Disposed	0	Indirect
2012-10-05	Common Units - Class A	S	99930	$32.15	Disposed	36058	Indirect
2012-10-05	Common Units - Class A	S	36058	$30	Disposed	0	Indirect
2012-10-05	Common Units - Class A	S	1189	$32.15	Disposed	429	Indirect
2012-10-05	Common Units - Class A	S	429	$30	Disposed	0	Indirect
2012-10-05	Common Units - Class A	S	5110	$32.15	Disposed	1844	Indirect
2012-10-05	Common Units - Class A	S	1844	$30	Disposed	0	Indirect
2012-10-05	Common Units - Class A	S	2453	$32.15	Disposed	885	Indirect
2012-10-05	Common Units - Class A	S	885	$30	Disposed	0	Indirect
2012-10-05	Common Units - Class A	S	29394	$32.15	Disposed	74757	Direct
2012-10-05	Common Units - Class A	S	10606	$30	Disposed	64151	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-05	Common Units - Class B	$	S	7534	Disposed		Common Units - Class A (7534)	Indirect
2012-10-05	Common Units - Class B	$	S	885	Disposed		Common Units - Class A (885)	Indirect
2012-10-05	Common Units - Class B	$	S	21316	Disposed		Common Units - Class A (21316)	Indirect

Footnotes

F1: The Common Units - Class A were sold pursuant to an underwritten offering. The sales price to the public was $32.15 and underwriting discounts and commissions were $0.53.

F2: Each of Quintana Energy Partners II, L.P. ("QEP II") and QEP II Genesis TE Holdco, LP ("Holdco") has (i) Quintana Capital Group II, L.P. as its general partner ("QCG II") (with Quintana Capital Group GP, Ltd. ("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.

F3: 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-for-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.