GENESIS ENERGY LP — Director's Dealing 2015

Apr 15, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2015-04-10

Reporting Person: Smith Stephen M (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-10	Common Units - Class A	M	15917	—	Acquired	432061	Direct
2015-04-10	Common Units - Class A	D	15917	$45.2065	Disposed	416144	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-10	Phantom Units	$	M	10611	Disposed	2015-04-10	Common Units - Class A (10611.0)	Direct

Footnotes

F1: Pursuant to the terms of the 2012 phantom unit award, because the quarterly distribution on the common units for the fourth quarter of 2014 was $0.57 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: 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.