GENESIS ENERGY LP — Director's Dealing 2017

Jan 19, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GENESIS ENERGY LP (GEL)
CIK: 0001022321
Period of Report: 2017-01-11

Reporting Person: LANDRY CHAD ANTHONY (Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units - Class A	10000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Units	$	2019-04-12	Common Units - Class A (9515.0)		Direct
Phantom Units	$	2018-04-14	Common Units - Class A (6412.0)		Direct
Phantom Units	$	2017-04-08	Common Units - Class A (4629.0)		Direct

Footnotes

F1: The reporting person was granted an award of 9,515 phantom units on April 12, 2016. 5,709 phantom units (the "2016 performance phantom units") will vest as follows: (a) if the quarterly distribution on the common units is less than $0.74 per unit for the fourth quarter of 2018 (which would be paid in the first quarter of 2019), all of the 2016 performance phantom units granted will be forfeited; (b) if the quarterly distribution on the common units for the fourth quarter of 2018 is $0.74 per unit, 50% of the 2016 performance phantom units granted will vest and the remainder will be forfeited; (c) if the distribution on the common units for the fourth quarter of 2018 is $0.79 per unit, 100% of the 2016 performance phantom units granted will vest; and

F2: (continuation from FN1)(d) if the distribution on the common units for the fourth quarter of 2018 is $0.85 per unit or greater, 150% of the 2016 performance phantom units granted will vest. Should the quarterly distribution on the common units for the fourth quarter of 2018 be between the range of $0.74 per unit and $0.85 per unit, the 2016 performance phantom units will vest between 50% and 150% of the number granted on a pro rata basis. The remaining 3,806 phantom units (the "2016 service phantom units") will vest fully on April 12, 2019, the third anniversary of the grant date, provided that the reporting person is still employed by the Issuer on such vesting date.

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 Issuer on each common unit will be (i) paid quarterly on the number of units corresponding to the number of service phantom units (as defined in Footnote 8 below) in the initial grant and (ii) accrued over the vesting period on the number of units corresponding to the number of performance phantom units (as defined in Footnote 7 below) and will be paid upon vesting.

F5: The reporting person was granted an award of 6,412 phantom units on April 14, 2015. 3,847 phantom units (the "2015 performance phantom units") will vest as follows: (a) if the quarterly distribution on the common units is less than $0.67 per unit for the fourth quarter of 2017 (which would be paid in the first quarter of 2018), all of the 2015 performance phantom units granted will be forfeited; (b) if the quarterly distribution on the common units for the fourth quarter of 2017 is $0.67 per unit, 50% of the 2015 performance phantom units granted will vest and the remainder will be forfeited; (c) if the distribution on the common units for the fourth quarter of 2017 is $0.72 per unit, 100% of the 2015 performance phantom units granted will vest; and

F6: (continuation from FN5)(d) if the distribution on the common units for the fourth quarter of 2017 is $0.78 per unit or greater, 150% of the 2015 performance phantom units granted will vest. Should the quarterly distribution on the common units for the fourth quarter of 2017 be between the range of $0.67 per unit and $0.78 per unit, the 2015 performance phantom units will vest between 50% and 150% of the number granted on a pro rata basis. The remaining 2,565 phantom units (the "2015 service phantom units") will vest fully on April 14, 2018, the third anniversary of the grant date, provided that the reporting person is still employed by the Issuer on such vesting date.

F7: The reporting person was granted an award of 4,629 phantom units on April 8, 2014. 2,777 phantom units (the "2014 performance phantom units" and together with the 2015 performance phantom units and the 2016 performance phantom units, the "performance phantom units") 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 2014 performance 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 2014 performance 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 2014 performance phantom units granted will vest; and

F8: (continuation of FN 7)(d) if the distribution on the common units for the fourth quarter of 2016 is $0.70 per unit or greater, 150% of the 2014 performance 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 2014 performance phantom units will vest between 50% and 150% of the number granted on a pro rata basis. The remaining 1,852 phantom units (the "2014 service phantom units" and together with the 2015 service phantom units and the 2016 service phantom units, the "service phantom units") will vest fully on April 8, 2017, the third anniversary of the grant date, provided that the reporting person is still employed by the Issuer on such vesting date.