GENESIS ENERGY LP — Director's Dealing 2013

May 24, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2013-05-22

Reporting Person: Davison James E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-22	Common Units - Class A	S	17500	$54.31	Disposed	2448468	Direct
2013-05-23	Common Units - Class A	M	91823	—	Acquired	2540291	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-23	Waiver Units - Class 3	$0.0	M	91823	Disposed	2021-01-01	Common Units - Class A (91823.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units - Class A	1010835	Indirect

Footnotes

F1: This price is the weighted average price for the sales of Common Units Class A reported on this line. These Common Units Class A were sold in multiple transactions at prices ranging from $54.00 to $54.85 per Common Unit Class A. The reporting person undertakes to provide to Genesis Energy, L.P., any security holder of Genesis Energy, L.P., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Unit Class A sold at each separate price within this range.

F2: The reporting person elected to convert 91,823 Waiver Units Class 3 on May 23, 2013, which comprised all of the Waiver Units of that class owned by the reporting person. The Waiver Units Class 3 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 3 converted.

F3: The Reporting Person is the sole stockholder of Terminal Services, Inc.

F4: 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 and Waiver Units Class 2 have previously converted to Common Units Class A. The Waiver Units Class 3 became convertible on May 15, 2013.

F5: Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled.