GENESIS ENERGY LP — Director's Dealing 2012

Jan 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2012-01-27

Reporting Person: ROBERTSON CORBIN J III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-27	Common Units - Class A	S	1671785	$27.79	Disposed	739270	Indirect
2012-01-27	Common Units - Class A	S	168215	$27.79	Disposed	74428	Indirect
2011-12-22	Common Units - Class A	G	78630	—	Acquired	147117	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-22	Waiver Units - Class 1	$	G	6901	Acquired		Common Units - Class A (6901)	Indirect
2011-12-22	Waiver Units - Class 2	$	G	6901	Acquired		Common Units - Class A (6901)	Indirect
2011-12-22	Waiver Units - Class 3	$	G	6901	Acquired		Common Units - Class A (6901)	Indirect
2011-12-22	Waiver Units - Class 4	$	G	6901	Acquired		Common Units - Class A (6901)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units - Class A	1117103	Direct
Common Units - Class A	5743	Indirect
Common Units - Class A	1618	Indirect
Common Units - Class A	6954	Indirect
Common Units - Class A	3338	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Waiver Units - Class 1	$	2021-01-01	Common Units - Class A (97484)	97484	Direct
Waiver Units - Class 2	$	2021-01-01	Common Units - Class A (97484)	97484	Direct
Waiver Units - Class 3	$	2021-01-01	Common Units - Class A (97484)	97484	Direct
Waiver Units - Class 4	$	2021-01-01	Common Units - Class A (97484)	97484	Direct
Waiver Units - Class 1	$	2021-01-01	Common Units - Class A (305908)	305908	Indirect
Waiver Units - Class 2	$	2021-01-01	Common Units - Class A (305908)	305908	Indirect
Waiver Units - Class 3	$	2021-01-01	Common Units - Class A (305908)	305908	Indirect
Waiver Units - Class 4	$	2021-01-01	Common Units - Class A (305908)	305908	Indirect
Waiver Units - Class 1	$	2021-01-01	Common Units - Class A (30780)	30780	Indirect
Waiver Units - Class 2	$	2021-01-01	Common Units - Class A (30780)	30780	Indirect
Waiver Units - Class 3	$	2021-01-01	Common Units - Class A (30780)	30780	Indirect
Waiver Units - Class 4	$	2021-01-01	Common Units - Class A (30780)	30780	Indirect

Footnotes

F1: The Common Units - Class A were sold pursuant to an underwritten offering. The sales price to the public was $27.79 and underwriting discounts and commissions were $0.86.

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 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: 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.

F4: On August 12, 2011, Q GEI distributed a total of 7,055,595 Common Units - Class A, 619,838 Waiver Units - Class 1, 619,838 Waiver Units - Class 2, 619,838 Waiver Units - Class 3 and 619,838 Waiver Units - Class 4 pro rata to its members including to certain persons identified above: QEP II (988,451 Common Units - Class A, 86,836 Waiver Units - Class 1, 86,836 Waiver Units - Class 2, 86,836 Waiver Units - Class 3 and 86,836 Waiver Units - Class 4); Holdco (57,188 Common Units - Class A, 5,024 Waiver Units - Class 1, 5,024 Waiver Units - Class 2, 5,024 Waiver Units - Class 3 and 5,024 Waiver Units - Class 4), Continued in Footnote 5.

F5: Continued from Footnote 4. the Reporting Person (1,109,650 Common Units - Class A, 97,484 Waiver Units - Class 1, 97,484 Waiver Units - Class 2, 97,484 Waiver Units - Class 3 and 97,484 Waiver Units - Class 4) and The Corbin J. Robertson III 2009 Family Trust (68,487 Common Units - Class A, 6,016 Waiver Units - Class 1, 6,016 Waiver Units - Class 2, 6,016 Waiver Units - Class 3 and 6,016 Waiver Units - Class 4). This distribution was previously reported by Q GEI on a Form 4 filed on August 16, 2011. Insofar as it relates to the recipients of the Q GEI distributions named herein, such distributions were exempt from Section 16 pursuant to Rules 16a-9 and/or 16a-13.

F6: On December 14, 2011, QCG II distributed 3,338 Common Units - Class A to QCG GP, its general partner, in a transaction exempt under Rule 16a-13.

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