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: 2014-12-04

Reporting Person: Davison James E Jr (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-04	Common Units - Class A	M	30608	—	Acquired	446462	Indirect
2014-12-04	Common Units - Class A	M	30608	—	Acquired	446460	Indirect
2014-12-04	Common Units - Class A	M	30607	—	Acquired	446461	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-04	Waiver Units - Class 4	$0.0	M	30608	Disposed	2021-01-01	Common Units - Class A (30608.0)	Indirect
2014-12-04	Waiver Units - Class 4	$0.0	M	30608	Disposed	2021-01-01	Common Units - Class A (30608.0)	Indirect
2014-12-04	Waiver Units - Class 4	$0.0	M	30607	Disposed	2021-01-01	Common Units - Class A (30607.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units - Class A	3783045	Direct
Common Units - Class A	187856	Indirect

Footnotes

F1: The Sarah Margaret Davison Trust ("SMD Trust") elected to convert 30,608 Waiver Units Class 4 on December 4, 2014, which comprised all of the Waiver Units of that class owned by the SMD Trust. The Waiver Units Class 4 are convertible into Common Units Class A on a one-for-one basis, resulting in SMD Trust's acquisition of a number of Common Units Class A equal to the number of Waiver Units Class 4 converted.

F2: Due to the reporting person's relationship with the beneficiaries and trustees of the SMD Trust, WCD Trust and JED Trust (collectively, 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. 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.

F3: The William Charles Davison Trust ("WCD Trust") elected to convert 30,608 Waiver Units Class 4 on December 4, 2014, which comprised all of the Waiver Units of that class owned by the WCD Trust. The Waiver Units Class 4 are convertible into Common Units Class A on a one-for-one basis, resulting in WCD Trust's acquisition of a number of Common Units Class A equal to the number of Waiver Units Class 4 converted.

F4: The James Ellis Davison, III ("JED Trust") elected to convert 30,607 Waiver Units Class 4 on December 4, 2014, which comprised all of the Waiver Units of that class owned by the JED Trust. The Waiver Units Class 4 are convertible into Common Units Class A on a one-for-one basis, resulting in JED Trust's acquisition of a number of Common Units Class A equal to the number of Waiver Units Class 4 converted.

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 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.

F7: 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.