GENESIS ENERGY LP — Director's Dealing 2013

Apr 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2013-04-01

Reporting Person: Davison James E Jr (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-01	Common Units - Class A	M	948	—	Acquired	3783993	Direct
2013-04-01	Common Units - Class A	D	948	$47.06	Disposed	3783045	Direct
2013-01-31	Common Units - Class A	G	1155737	—	Disposed	0	Indirect
2013-01-31	Common Units - Class A	G	385246	—	Acquired	385246	Indirect
2013-01-31	Common Units - Class A	G	385245	—	Acquired	385245	Indirect
2013-01-31	Common Units - Class A	G	385246	—	Acquired	385246	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-01	Phantom Units	$	M	948	Disposed	2013-04-01	Common Units - Class A (948)	Direct
2013-04-01	Phantom Units	$	A	391	Acquired	2016-04-01	Common Units - Class A (391)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units - Class A	187856	Indirect

Footnotes

F1: The payment of the phantom units in cash is deemed to be a disposition of the phantom units in exchange for the acquisition of the underlying Common Units - Class A and a simultaneous disposition of the underlying Common Units - Class A to the issuer.

F2: Upon vesting, the phantom units were paid in cash based on the average closing price of the Common Units - Class A for the 20 trading days immediately prior to the date of vesting.

F3: The James Ellis Davison, Jr. Grantor Retained Annuity Trust (the "GRAT") beneficially owned 1,155,737 Common Units - Class A. On January 31, 2013, the GRAT terminated and the Common Units - Class A beneficially owned by the GRAT were transferred to the Sarah Margaret Davison Trust, the William Charles Davison Trust and the James Ellis Davison, III Trust (collectively, the "Trusts"). As the beneficiary of the GRAT, the reporting person could be deemed to have an indirect pecuniary interest in the Common Units - Class A that were beneficially owned by the GRAT. Due to the reporting person's relationship with the beneficiaries and trustees of the Trusts, the reporting person could be deemed to have an indirect pecuniary interest in the Common Units - Class A that are beneficially owned by the Trusts.

F4: (continued from Footnote 3) -- All Common Units - Class A owned by the Trusts are reported on these lines. The reporting person disclaims beneficial ownership of the Common Units - Class A except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these Common Units - Class A for purposes of Section 16 or for any other purpose.

F5: These Common Units - Class A are beneficially owned by the James E. and Margaret A.B. Davison Special Trust (the "Special Trust"). The reporting person could be deemed to have an indirect pecuniary interest in such Common Units - Class A. All Common Units - Class A owned by the Special Trust are reported on this line. The reporting person disclaims beneficial ownership of these Common Units - Class A except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these Common Units - Class A for purposes of Section 16 or for any other purpose.

F6: The phantom units will be paid in cash based on the average closing price of the Common Units - Class A for the 20 trading days immediately prior to the date of vesting.

F7: Award includes tandem distribution equivalent rights pursuant to which the quarterly distributions paid by the partnership on each Common Unit - Class A will be accrued over the vesting period and paid quarterly.