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 RESOURCE MANAGEMENT CORP (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

Footnotes

F1: Pursuant to a Securities Repurchase and Settlement Agreement dated as of October 2, 2012 by and among the reporting person, Scott D. Martin, an individual resident of the State of Texas, SKM Partnership, Ltd., a Texas limited partnership, and KCM, LLC ("KCM"), Martin Resource LLC, a wholly owned subsidiary of the reporting person, 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, the reporting person received from KCM 1,423 shares of common stock of the reporting person and an option to acquire an additional 3,049 shares of common stock of the reporting person.

F2: Martin Resource Management Corporation is the sole member of Martin Resource LLC ("Resource") and the sole shareholder of Cross Oil Refining & Marketing, Inc. ("Cross") and may be deemed to be the beneficial owner of common units held by such entities. As of October 2, 2012, Cross owns 889,444 Common Units and Resource owns 4,203,823 Common Units.