GENESIS ENERGY LP — Director's Dealing 2016

Jul 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2016-07-01

Reporting Person: ROBERTSON CORBIN J III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-01	Common Units - Class A	M	449	—	Acquired	1587488	Direct
2016-07-01	Common Units - Class A	D	449	$37.97	Disposed	1587039	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-01	Phantom Units	$	M	449	Disposed	2016-07-01	Common Units - Class A (449.0)	Direct
2016-07-01	Phantom Units	$	A	647	Acquired	2019-07-01	Common Units - Class A (647.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units - Class A	5743	Indirect
Common Units - Class A	198785	Indirect
Common Units - Class A	20000	Indirect

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: Members of the immediate family of the Reporting Person are beneficiaries of this trust and the Reporting Person may be deemed to have beneficial ownership of the securities held by it.

F4: Members of the immediate family of the Reporting Person and the Corby and Brooke Robertson 2014 Children's Trust are security holders of BHJ Investments, L.P., a Texas limited partnership ("BHJ LP") and BHJ Investments GP LLC, a Texas limited liability company and BHJ LP's general partner, and the Reporting Person may be deemed to have beneficial ownership of the securities held by BHJ LP.

F5: 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.

F6: 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.