GENESIS ENERGY LP — Director's Dealing 2014

Dec 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2014-12-03

Reporting Person: ROBERTSON CORBIN J III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-03	Common Units - Class A	M	97484	—	Acquired	1587039	Direct
2014-12-05	Common Units - Class A	M	12917	—	Acquired	198785	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-03	Waiver Units - Class 4	$0.0	M	97484	Disposed	2021-01-01	Common Units - Class A (97484.0)	Direct
2014-12-05	Waiver Units - Class 4	$0.0	M	12917	Disposed	2021-01-01	Common Units - Class A (12917.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units - Class A	5743	Indirect
Common Units - Class A	20000	Indirect

Footnotes

F1: The reporting person elected to convert 97,484 Waiver Units Class 4 on December 3, 2014, which comprised all of the Waiver Units of that class owned by the reporting person. The Waiver Units Class 4 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 4 converted.

F2: The Corbin J. Robertson III 2009 Family Trust ("Family Trust") elected to convert 12,917 Waiver Units Class 4 on December 5, 2014, which comprised all of the Waiver Units of that class owned by Family Trust. The Waiver Units Class 4 are convertible into Common Units Class A on a one-for-one basis, resulting in Family Trust's acquisition of a number of Common Units Class A equal to the number of Waiver Units Class 4 converted.

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: Members of the immediate family of the reporting person and the Corby and Brooke Robertson 2014 Children's Trust are security holders of BHJ Investments, L.P., a Texas limited partnership ("BHJ LP") and BHJ Investments GP LLC, a Texas limited liability company and BHJ LP's general partner, and the reporting person may be deemed to have beneficial ownership of the securities held by BHJ LP.

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, Waiver Units Class 2 and Waiver Units Class 3 have previously converted to Common Units Class A. The Waiver Units Class 4 became convertible on November 14, 2014.

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