MARTIN MIDSTREAM PARTNERS L.P. — Director's Dealing 2012

Oct 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTIN MIDSTREAM PARTNERS LP (MMLP)
CIK: 0001176334
Period of Report: 2012-10-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-02	Common Units	J	1500000	—	Disposed	5093267	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	46937	Direct
Common Units	12028	Indirect

Footnotes

F1: Pursuant to a Securities Repurchase and Settlement Agreement dated as of October 2, 2012 by and among KCM, LLC, a Delaware limited liability company ("KCM"), Scott D. Martin, an individual resident of the State of Texas, SKM Partnership, Ltd., a Texas limited partnership, and Martin Resource Management Corporation, a Texas corporation and the indirect owner of the general partner of the Issuer ("MRMC"), Martin Resource LLC, a wholly owned subsidiary of MRMC transferred 1,500,000 common units representing limited partner interests ("Common Units") in the Issuer. In exchange for the Common Units and certain other consideration, including the settlement of certain litigation, MRMC received from KCM 1,423 shares of common stock of MRMC and an option to acquire an additional 3,049 shares of common stock of MRMC.

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 4,203,823 common units of the issuer through its wholly-owned subsidiary, Martin Resource LLC and 889,444 common units through its wholly-owned subsidiary, 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.