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Filing Details

Accession Number:: 0001022321-13-000067
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-05-24 12:48:33
Reporting Period:: 2013-05-22

Filing Date:: 2013-05-24
Accepted Time:: 2013-05-24 12:48:33
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1022321	Genesis Energy Lp	GEL	Wholesale-Petroleum Bulk Stations & Terminals (5171)	760513049

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1403411	E James Davison	2000 Farmerville Highway Ruston LA 71270		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units - Class A	Disposition	2013-05-22	17,500	$54.31	2,448,468	No	4	S	Direct
Common Units - Class A	Acquisiton	2013-05-23	91,823	$0.00	2,540,291	No	4	M	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	M	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Units - Class A	Waiver Units - Class 3	Disposition	2013-05-23	91,823	$0.00	91,823	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2013-05-15	2021-01-01	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Units - Class A	1,010,835	Indirect	Terminal Services, Inc.

Footnotes

This price is the weighted average price for the sales of Common Units Class A reported on this line. These Common Units Class A were sold in multiple transactions at prices ranging from $54.00 to $54.85 per Common Unit Class A. The reporting person undertakes to provide to Genesis Energy, L.P., any security holder of Genesis Energy, L.P., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Unit Class A sold at each separate price within this range.
The reporting person elected to convert 91,823 Waiver Units Class 3 on May 23, 2013, which comprised all of the Waiver Units of that class owned by the reporting person. The Waiver Units Class 3 are convertible into Common Units Class A on a one-for-one basis, resulting in the reporting person's acquisition of a number of Common Units Class A equal to the number of Waiver Units Class 3 converted.
The Reporting Person is the sole stockholder of Terminal Services, Inc.
The Waiver Units, among other rights, preferences and privileges, are entitled to quarterly distributions of $0.001786 per Waiver Unit and are convertible on a one-for-one basis at the option of the holder upon, among other things, payment of a quarterly cash distribution on the Common Units Class A that has a coverage ratio of at least 1.10 and equals or exceeds the applicable distribution level: (i) Class 1 - $0.43 per Common Unit; (ii) Class 2 - $0.46 per Common Unit; (iii) Class 3 - $0.49 per Common Unit; and (iv) Class 4 - $0.52 per Common Unit. The Waiver Units will also automatically convert to Common Units - Class A upon the six-month anniversary of the occurrence of the circumstances that give rise to the right of the holder to convert. The Waiver Units Class 1 and Waiver Units Class 2 have previously converted to Common Units Class A. The Waiver Units Class 3 became convertible on May 15, 2013.
Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled.