Filing Details
- Accession Number:
- 0001022321-12-000011
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2012-01-31 18:16:22
- Reporting Period:
- 2012-01-27
- Filing Date:
- 2012-01-31
- Accepted Time:
- 2012-01-31 18:16:22
- 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 |
|---|---|---|---|---|---|---|---|
| 1484090 | L Donald Evans | 500 W Texas Avenue Suite 960 Midland TX 79701 | Yes | No | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Units - Class A | Disposition | 2012-01-27 | 1,671,785 | $27.79 | 739,270 | No | 4 | S | Indirect | By Quintana Energy Partners II, L.P. |
| Common Units - Class A | Disposition | 2012-01-27 | 168,215 | $27.79 | 74,428 | No | 4 | S | Indirect | By QEP II Genesis TE Holdco, LP |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Indirect | By Quintana Energy Partners II, L.P. |
| No | 4 | S | Indirect | By QEP II Genesis TE Holdco, LP |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Units - Class A | 1,618 | Indirect | By Quintana Capital Group GP, Ltd. |
| Common Units - Class A | 6,954 | Indirect | By Q GEI Holdings, LLC |
| Common Units - Class A | 3,338 | Indirect | By Quintana Capital Group II, L.P. |
| Common Units - Class A | 9,446 | Direct | |
| Common Units - Class A | 87,101 | Indirect | By the Don Evans Group, Ltd. |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Common Units - Class A | Waiver Units - Class 1 | $0.00 | 2021-01-01 | 305,908 | 305,908 | Indirect | |
| Common Units - Class A | Waiver Units - Class 2 | $0.00 | 2021-01-01 | 305,908 | 305,908 | Indirect | |
| Common Units - Class A | Waiver Units - Class 3 | $0.00 | 2021-01-01 | 305,908 | 305,908 | Indirect | |
| Common Units - Class A | Waiver Units - Class 4 | $0.00 | 2021-01-01 | 305,908 | 305,908 | Indirect | |
| Common Units - Class A | Waiver Units - Class 1 | $0.00 | 2021-01-01 | 30,780 | 30,780 | Indirect | |
| Common Units - Class A | Waiver Units - Class 2 | $0.00 | 2021-01-01 | 30,780 | 30,780 | Indirect | |
| Common Units - Class A | Waiver Units - Class 3 | $0.00 | 2021-01-01 | 30,780 | 30,780 | Indirect | |
| Common Units - Class A | Waiver Units - Class 4 | $0.00 | 2021-01-01 | 30,780 | 30,780 | Indirect | |
| Common Units - Class A | Waiver Units - Class 1 | $0.00 | 2021-01-01 | 7,652 | 7,652 | Indirect | |
| Common Units - Class A | Waiver Units - Class 2 | $0.00 | 2021-01-01 | 7,652 | 7,652 | Indirect | |
| Common Units - Class A | Waiver Units - Class 3 | $0.00 | 2021-01-01 | 7,652 | 7,652 | Indirect | |
| Common Units - Class A | Waiver Units - Class 4 | $0.00 | 2021-01-01 | 7,652 | 7,652 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 2021-01-01 | 305,908 | 305,908 | Indirect |
| 2021-01-01 | 305,908 | 305,908 | Indirect |
| 2021-01-01 | 305,908 | 305,908 | Indirect |
| 2021-01-01 | 305,908 | 305,908 | Indirect |
| 2021-01-01 | 30,780 | 30,780 | Indirect |
| 2021-01-01 | 30,780 | 30,780 | Indirect |
| 2021-01-01 | 30,780 | 30,780 | Indirect |
| 2021-01-01 | 30,780 | 30,780 | Indirect |
| 2021-01-01 | 7,652 | 7,652 | Indirect |
| 2021-01-01 | 7,652 | 7,652 | Indirect |
| 2021-01-01 | 7,652 | 7,652 | Indirect |
| 2021-01-01 | 7,652 | 7,652 | Indirect |
Footnotes
- The Common Units - Class A were sold pursuant to an underwritten offering. The sales price to the public was $27.79 and underwriting discounts and commissions were $0.86.
- Each of Quintana Energy Partners II, L.P. ("QEP II") and QEP II Genesis TE Holdco, LP ("Holdco") has (i) Quintana Capital Group II, L.P. as its general partner ("QCG II") (with Quintana Capital Group GP, Ltd. ("QCG GP") as the general partner of QCG II), (ii) management services provided by QEP Management Co., L.P. ("QEP Management") and (III) membership interests in Q GEI Holdings, LLC ("Q GEI"). By virtue of the Reporting Person's relationship with or intersts in QCG GP,QCG II, QEP Management and Q GEI, he may be deemed to have shared voting and dispositive power over these securities.
- On December 14, 2011, QCG II distributed 3,338 Common Units - Class A to QCG GP, its general partner, in a transaction exempt under Rule 16a-13.
- On August 12, 2011, Q GEI distributed a total of 7,055,595 Common Units - Class A, 619,838 Waiver Units - Class 1, 619,838 Waiver Units - Class 2, 619,838 Waiver Units - Class 3 and 619,838 Waiver Units - Class 4 pro rata to its members including to certain persons identified above: QEP II (988,451 Common Units - Class A, 86,836 Waiver Units - Class 1, 86,836 Waiver Units - Class 2, 86,836 Waiver Units - Class 3 and 86,836 Waiver Units - Class 4); Holdco (57,188 Common Units - Class A, 5,024 Waiver Units - Class 1, 5,024 Waiver Units - Class 2, 5,024 Waiver Units - Class 3 and 5,024 Waiver Units - Class 4) and the Don Evans Group Ltd. (87,101 Common Units - Class A, 7,652 Waiver Units - Class 1, 7,652 Waiver units - Class 2, 7,652 Waiver Units - Class 3 and 7,652 Waiver units - Class 4). Continued in Footnote 5.
- Continued from Footnote 4. This distribution was previously reported by Q GEI on a Form 4 filed on August 16, 2011. Insofar as it relates to the recipients of the Q GEI distributions named herein, such distributions were exempt from Section 16 pursuant to Rules 16a-9 and/or 16a-13.
- The Waiver Units, among other rights, preferences and privileges, are entitled to quarterly distributions of $0.001786 per Waiver Unit and are convertible into Common Units - Class A 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 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. Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled.
- 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 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.
- Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled.
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