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Filing Details

Accession Number:: 0001022321-12-000012
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-01-31 19:26:34
Reporting Period:: 2012-01-27

Filing Date:: 2012-01-31
Accepted Time:: 2012-01-31 19:26:34
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
1483756	Keen William Robertson	601 Jefferson Street Suite 3600 Houston TX 77002		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	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
Common Units - Class A	Acquisiton	2012-01-27	78,630	$0.00	147,117	No	5	G	Indirect	By The William Keen Robertson 2009 Family Trust

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
No	5	G	Indirect	By The William Keen Robertson 2009 Family Trust

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 1	Acquisiton	2011-12-22	6,901	$0.00	6,901	$0.00
Common Units - Class A	Waiver Units - Class 2	Acquisiton	2011-12-22	6,901	$0.00	6,901	$0.00
Common Units - Class A	Waiver Units - Class 3	Acquisiton	2011-12-22	6,901	$0.00	6,901	$0.00
Common Units - Class A	Waiver Units - Class 4	Acquisiton	2011-12-22	6,901	$0.00	6,901	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
12,917	No	5	G	Indirect
12,917	No	5	G	Indirect
12,917	No	5	G	Indirect
12,917	No	5	G	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Units - Class A	1,142,401	Direct
Common Units - Class A	1,110	Indirect	By The William K. Robertson 2007 Family Trust
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.

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Units - Class A	Waiver Units - Class 1	$0.00	2021-01-01	97,484	97,484	Direct
Common Units - Class A	Waiver Units - Class 2	$0.00	2021-01-01	97,484	97,484	Direct
Common Units - Class A	Waiver Units - Class 3	$0.00	2021-01-01	97,484	97,484	Direct
Common Units - Class A	Waiver Units - Class 4	$0.00	2021-01-01	97,484	97,484	Direct
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

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2021-01-01	97,484	97,484	Direct
2021-01-01	97,484	97,484	Direct
2021-01-01	97,484	97,484	Direct
2021-01-01	97,484	97,484	Direct
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

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.
Members of the immediate family of the Reporting Person are beneficiaries of this trust and the Reporting Person may be deemed to have beneficial ownership of the securities held by it.
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 William Keen Robertson 2009 Family Trust (68,487 Common Units - Class A, 6,016 Waiver Units - Class 1, 6,016 Waiver Units - Class 2, 6,016 Waiver Units - Class 3 and 6,016 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.
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.
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.