MARTIN MIDSTREAM PARTNERS L.P. — Director's Dealing 2010

Aug 23, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MARTIN MIDSTREAM PARTNERS LP (MMLP)
CIK: 0001176334
Period of Report: 2010-08-13

Reporting Person: Keeneland Capital, LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	5703823	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Subordinated Units	$0		Common Units (889444)		Indirect

Footnotes

F1: Includes 5,703,823 outstanding Common Units owned by Martin Resource Management Corporation and its subsidiaries as reported in Issuer's Form 424(b)(5) Prospectus filed with the Securities and Exchange Commission (the "SEC") on August 12,2010. The reporting person is the managing member of KCM, LLC and owns an interest in KCM, LLC. KCM, LLC owns an interest in Martin Resource Management Corporation and has an option to purchase additional interests in Martin Resource Management Corporation, whereby, if KCM, LLC exercises this option, KCM, LLC may own over 50% of the shares of Martin Resource Management Corporation. As a result, the reporting person may be deemed to be the beneficial owner of the Common Units and the Subordinated Units owned by Martin Resource Management Corporation and its subsidiaries.

F2: (continued from Footnote 1) The reporting person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose.

F3: The Subordinated Units do not have an expiration date.

F4: Includes 889,444 Subordinated Units that will automatically convert on a one-for-one basis into Common Units on November 25, 2011 and are owned by Martin Resource Management Corporation and its subsidiaries as reported in Issuer's Form 424(b)(5) Prospectus filed with the SEC on August 12, 2010. The reporting person is the managing member of KCM, LLC and owns an interest in KCM, LLC. KCM, LLC owns an interest in Martin Resource Management Corporation and has an option to purchase additional interests in Martin Resource Management Corporation, whereby, if KCM, LLC exercises this option, KCM, LLC may own over 50% of the shares of Martin Resource Management Corporation. As a result, the reporting person may be deemed to be the beneficial owner of the Common Units and the Subordinated Units owned by Martin Resource Management Corporation and its subsidiaries.

F5: (continued from Footnote 4) The reporting person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose.