GENESIS ENERGY LP — Director's Dealing 2012

Apr 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2012-04-10

Reporting Person: PAPE KAREN N (SVP & Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-10	Phantom Units	$	A	8488	Acquired	2015-04-10	Common Units - Class A (8488)	Direct

Footnotes

F1: The phantom units will be paid in cash based on the average closing price of the common units 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 paid quarterly on the number of units corresponding to the number of units in the initial grant.

F3: Award will vest as follows: (a) if the quarterly distribution on the common units is less than $0.49 per unit for the fourth quarter of 2014 (which would be paid in the first quarter of 2015), all of the phantom units granted will be forfeited; (b) if the quarterly distribution on the common units for the fourth quarter of 2014 is $0.49 per unit, 50% of the phantom units granted will vest and the remainder will be forfeited; (c) if the distribution on the common units for the fourth quarter of 2014 is $0.53 per unit, 100% of the phantom units granted will vest; and (d) if the distribution on the common units for the fourth quarter of 2014 is $0.57 per unit or greater, 150% of the phantom units granted will vest. Should the quarterly distribution on the common units for the fourth quarter of 2014 be between the range of $0.49 per unit and $0.57 per unit, the phantom units will vest between 50% and 150% of the number granted on a pro rata basis.