GENESIS ENERGY LP — Director's Dealing 2014

Apr 30, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2014-04-29

Reporting Person: Nathanson Steven R (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-29	Common Units - Class A	M	26594	—	Acquired	643637	Direct
2014-04-29	Common Units - Class A	D	26594	$54.87	Disposed	617043	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-29	Phantom Units	$	M	17729	Disposed	2014-04-29	Common Units - Class A (17729.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units - Class A	72802	Indirect
Common Units - Class A	72802	Indirect
Common Units - Class A	72802	Indirect
Common Units - Class A	72802	Indirect

Footnotes

F1: Pursuant to the terms of the 2011 phantom unit award, because the quarterly distribution on the common units for the fourth quarter of 2013 was $0.52 per unit or greater, 150% of the phantom units awarded vested.

F2: 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.

F3: 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.

F4: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.