MARTIN MIDSTREAM PARTNERS L.P. — Director's Dealing 2011

Nov 29, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTIN MIDSTREAM PARTNERS LP (MMLP)
CIK: 0001176334
Period of Report: 2011-11-25

Reporting Person: MARTIN RUBEN S (Director, President and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-25	Common Units	C	889444	—	Acquired	6593267	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-25	Subordinated Class B Units	$	C	889444	Disposed		Common Units (889444)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	44822	Direct
Common Units	12028	Indirect

Footnotes

F1: Represents the conversion of 889,444 Subordinated Class B Units of Martin Midstream Partners LP, which were held by Cross Oil Refining & Marketing, Inc. ("Cross") and converted into Common Units on a one-to-one basis upon the exercise date as set forth in the Second Amended and Restated Agreement of Limited Partnership of Martin Midstream Partners LP. The Subordinated Class B Units had no expiration date.

F2: Mr. Martin beneficially owns securities in Martin Resource Management Corporation and serves as its Chairman of the Board of Directors and its President. Martin Resource Management Corporation indirectly owns 6,593,267 common units of the issuer through two of its wholly-owned subsidiaries(Martin Resource LLC and Cross Oil Refining & Marketing Inc). As a result, Mr. Martin may be deemed the beneficial owner of the common units indirectly owned by Martin Resource Management Corporation.

F3: Mr. Martin serves as the sole trustee for the Margaret G. Martin Life Insurance Trust No. One. As a result, Mr. Martin may be deemed the beneficial owner of the common units owned by the Margaret G. Martin Life Insurance Trust No. One.