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

Nov 29, 2011

34034_dirs_2011-11-29_5f813e73-b036-4bd3-a67e-06a5f2811ff1.zip

Director's Dealing

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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 RESOURCE MANAGEMENT CORP (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

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: Martin Resource Management Corporation is the sole member of Martin Resource LLC ("Resource") and Cross and may be deemed to be the beneficial owner of common units held by such entities. As of November 25, 2011, Cross owns 889,444 Common Units and Resource owns 5,703,823 Common Units.