GENESIS ENERGY LP — Director's Dealing 2012

Sep 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2012-09-25

Reporting Person: ROBERTSON CORBIN J III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-25	Common Units - Class A	M	305908	—	Acquired	1351086	Indirect
2012-09-25	Common Units - Class A	M	30780	—	Acquired	135988	Indirect
2012-09-25	Common Units - Class A	M	12917	—	Acquired	172951	Indirect
2012-09-25	Common Units - Class A	M	97484	—	Acquired	1312071	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-25	Waiver Units - Class 2	$0	M	305908	Disposed	2021-01-01	Common Units - Class A (305908)	Indirect
2012-09-25	Waiver Units - Class 2	$0	M	30780	Disposed	2021-01-01	Common Units - Class A (30780)	Indirect
2012-09-25	Waiver Units - Class 2	$0	M	12917	Disposed	2021-01-01	Common Units - Class A (12917)	Indirect
2012-09-25	Waiver Units - Class 2	$0	M	97484	Disposed	2021-01-01	Common Units - Class A (97484)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units - Class A	1618	Indirect
Common Units - Class A	6954	Indirect
Common Units - Class A	3338	Indirect
Common Units - Class A	5743	Indirect

Footnotes

F1: Quintana Energy Partners II, L.P. ("QEP II") elected to convert 305,908 Waiver Units - Class 2 on September 25, 2012, which comprised all of the Waiver Units of that class owned by QEP II. The Waiver Units - Class 2 are convertible into Common Units - Class A on a one-for-one basis, resulting in QEP II's acquisition of a number of Common Units - Class A equal to the number of Waiver Units - Class 2 converted.

F2: Each of 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 intersts 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: Holdco elected to convert 30,780 Waiver Units - Class 2 on September 25, 2012, which comprised all of the Waiver Units of that class owned by Holdco. The Waiver Units - Class 2 are convertible into Common Units - Class A on a one-for-one basis, resulting in Holdco's acquisition of a number of Common Units - Class A equal to the number of Waiver Units - Class 2 converted.

F4: Members of the immediate family of the reporting person are beneficiaries of this trust and the reporting person may be deemed to have beneficial ownership of the securities held by it.

F5: The Corbin J. Robertson III 2009 Family Trust ("Family Trust") elected to convert 12,917 Waiver Units - Class 2 on September 25, 2012, which comprised all of the Waiver Units of that class owned by Family Trust. The Waiver Units - Class 2 are convertible into Common Units - Class A on a one-for-one basis, resulting in Family Trust's acquisition of a number of Common Units - Class A equal to the number of Waiver Units - Class 2 converted.

F6: The reporting person elected to convert 97,484 Waiver Units - Class 2 on September 25, 2012, which comprised all of the Waiver Units of that class owned by the reporting person. The Waiver Units - Class 2 are convertible into Common Units - Class A on a one-for-one basis, resulting in the reporting person's acquisition of a number of Common Units - Class A equal to the number of Waiver Units - Class 2 converted.

F7: 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. The Waiver Units - Class 2 became convertible on August 14, 2012.

F8: Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled.