GENESIS ENERGY LP — Director's Dealing 2014

Apr 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2014-04-01

Reporting Person: JASTROW KENNETH M II (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-01	Common Units - Class A	M	708	—	Acquired	708	Direct
2014-04-01	Common Units - Class A	D	708	$54.46	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-01	Phantom Units	$	M	708	Disposed	2014-04-01	Common Units - Class A (708.0)	Direct
2014-04-01	Phantom Units	$	A	484	Acquired	2017-04-01	Common Units - Class A (484.0)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: Award includes tandem distribution equivalent rights pursuant to which the quarterly distributions paid by the partnership on each Common Unit - Class A will be accrued over the vesting period and paid quarterly.