GENESIS ENERGY LP — Director's Dealing 2012

Mar 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2012-03-05

Reporting Person: Sturdivant Robert C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Common Units - Class A	M	305908	—	Acquired	1045178	Indirect
2012-03-05	Common Units - Class A	M	30780	—	Acquired	105208	Indirect
2012-03-05	Common Units - Class A	M	1530	—	Acquired	19811	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-05	Waiver Units - Class 1	$0	M	305908	Disposed	2021-01-01	Common Units - Class A (305908)	Indirect
2012-03-05	Waiver Units - Class 1	$0	M	30780	Disposed	2021-01-01	Common Units - Class A (30780)	Indirect
2012-03-05	Waiver Units - Class 1	$0	M	1530	Disposed	2021-01-01	Common Units - Class A (1530)	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

Footnotes

F1: Quintana Energy Partners II, L.P. ("QEP II") elected to convert 305,908 Waiver Units - Class 1 on March 5, 2012, which comprised all of the Waiver Units of that class owned by QEP II. The Waiver Units - Class 1 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 1 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 interest 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 1 on March 5, 2012, which comprised all of the Waiver Units of that class owned by Holdco. The Waiver Units - Class 1 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 1 converted.

F4: The reporting person elected to convert 1,530 Waiver Units - Class 1 on March 5, 2012, which comprised all of the Waiver Units of that class owned by the reporting person. The Waiver Units - Class 1 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 1 converted.

F5: The Waiver Units, among other rights, preferences and privileges, are entitled to quarterly distributions of $0.001786 per Waiver Unit and are convertible 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 - Class A 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.

F6: Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled.