GENESIS ENERGY LP — Director's Dealing 2014

Apr 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2014-04-08

Reporting Person: Deere Robert V (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-08	Phantom Units	$	A	7407	Acquired	2017-04-08	Common Units - Class A (7407.0)	Direct

Footnotes

F1: 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 vesting date.

F2: Award includes tandem distribution equivalent rights pursuant to which the quarterly distributions paid by the partnership on each Common Unit - Class A will be paid quarterly on the number of units corresponding to the number of units in the initial grant.

F3: Award will vest as follows: (a) if the quarterly distribution on the common units is less than $0.60 per unit for the fourth quarter of 2016 (which would be paid in the first quarter of 2017), all of the phantom units granted will be forfeited; (b) if the quarterly distribution on the common units for the fourth quarter of 2016 is $0.60 per unit, 50% of the phantom units granted will vest and the remainder will be forfeited; (c) if the distribution on the common units for the fourth quarter of 2016 is $0.65 per unit, 100% of the phantom units granted will vest; and (d) if the distribution on the common units for the fourth quarter of 2016 is $0.70 per unit or greater, 150% of the phantom units granted will vest. Should the quarterly distribution on the common units for the fourth quarter of 2016 be between the range of $0.60 per unit and $0.70 per unit, the phantom units will vest between 50% and 150% of the number granted on a pro rata basis.