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

Oct 2, 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: Keeneland Capital, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-02	Common Units	J	6593267	—	Disposed	0	Indirect
2012-10-02	Common Units	J	1500000	—	Acquired	1500000	Direct

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"), of which the reporting person is managing member and in which the reporting person owns an interest, 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"), KCM acquired 1,500,000 common units representing limited partner interests ("Common Units") in the Issuer (the "Transaction"). In exchange for the Common Units and certain other consideration, including the settlement of certain litigation, KCM transferred to MRMC 1,423 shares of common stock of MRMC and an option to acquire an additional 3,049 shares of common stock of MRMC (the "MRMC Interest"). (continued in footnote 2)

F2: (continued from footnote 1) Based on the MRMC Interest, KCM may have been deemed to be the beneficial owner of a portion of the 6,593,267 Common Units owned by MRMC and its subsidiaries. However, as a result of the Transaction, KCM no longer holds the MRMC Interest and, therefore, is reporting the disposition of the reporting person's previously reported indirect beneficial ownership of the 6,593,267 Common Units.

F3: Includes 889,444 Subordinated Units owned by MRMC and its subsidiaries that automatically converted to 889,444 Common Units on November 25, 2011.