GENESIS ENERGY LP — Director's Dealing 2012

Mar 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2012-03-19

Reporting Person: Davis Paul A (Sr VP - Business Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-19	Common Units - Class A	A	11224	—	Acquired	11224	Direct
2012-03-19	Common Units - Class A	M	982	—	Acquired	12206	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-19	Waiver Units - Class 1	$	A	982	Acquired	2021-01-01	Common Units - Class A (982)	Direct
2012-03-19	Waiver Units - Class 1	$	M	982	Disposed	2021-01-01	Common Units - Class A (982)	Direct
2012-03-19	Waiver Units - Class 2	$	A	982	Acquired	2021-01-01	Common Units - Class A (982)	Direct
2012-03-19	Waiver Units - Class 3	$	A	982	Acquired	2021-01-01	Common Units - Class A (982)	Direct
2012-03-19	Waiver Units - Class 4	$	A	982	Acquired	2021-01-01	Common Units - Class A (982)	Direct

Footnotes

F1: Granted in connection with the appointment of the reporting person to the position of Senior Vice President - Business Development of the general partner of Genesis Energy, L.P. (the "Partnership"). On that date, March 19, 2012, the closing price of the Common Units - Class A of the Partnership on the New York Stock Exchange was $33.00.

F2: 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 1 became convertible on February 16, 2012.

F3: Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled.