Edgar Filing: GENESIS ENERGY LP

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 2)*

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

Genesis Energy, L.P

(Name of Issuer)

Common Units

(Title of Class of Securities)

371927104

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

þ Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		371927104


1	NAMES OF REPORTING PERSONS: Swank Capital, L.L.C.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Texas

		5	SOLE VOTING POWER:

NUMBER OF			1,710,754

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,710,754

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,710,754

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	12.4%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

**SEE ITEM 4(b).


CUSIP No.		371927104


1	NAMES OF REPORTING PERSONS: Swank Energy Income Advisors, LP

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Texas

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,710,754

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			1,710,754

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,710,754

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	12.4 %**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

**SEE ITEM 4(b).


CUSIP No.		371927104


1	NAMES OF REPORTING PERSONS: Jerry V. Swank

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	U.S. Citizen

		5	SOLE VOTING POWER:

NUMBER OF			1,710,754

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,710,754

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,710,754

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	12.4 %**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

**SEE ITEM 4(b).

SCHEDULE 13G

This Amendment No. 2 (“Amendment”) to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Swank Capital, L.L.C., a Texas limited liability company (“Swank Capital”), Swank Energy Income Advisors, L.P., a Texas limited partnership (“Swank Advisors”), and Mr. Jerry V. Swank (together with “Swank Capital” and “Swank Advisors,” the “Reporting Persons”), relating to common units representing limited partner interests (the “Common Units”) of Genesis Energy, L.P., a Delaware limited partnership (the “Issuer”). Swank Capital serves as the general partner of Swank Advisors, and Mr. Swank serves as the principal of Swank Capital and Swank Advisors

This Amendment relates to Common Units of the Issuer beneficially owned by the Reporting Persons through the accounts of The Cushing Fund, LP, a Texas limited partnership (the “Cushing Fund”), Swank MLP Convergence Fund, LP, a Texas limited partnership (the “Convergence Fund”), The Cushing GP Strategies Fund, L.P., a Delaware limited partnership (the “GP Strategies Fund”), The Cushing MLP Opportunity Fund I, L.P., a Delaware limited partnership (the “MLP Opportunity Fund”) and an account managed by Swank Advisors (the “Managed Account”, and together with the Cushing Fund, the Convergence Fund, the GP Strategies Fund and the MLP Opportunity Fund, the “Swank Accounts”). Swank Advisors (i) serves as the general partner and investment manager of the Cushing Fund and the Convergence Fund, (ii) serves as the managing member of the entity that controls the general partner and the investment manager of the GP Strategies Fund and MLP Opportunity Fund, and (iii) serves as the investment manager of the Managed Account. Swank Advisors may direct the vote and/or disposition of the 1,710,754 Common Units held by the Swank Accounts. Swank Capital, as the general partner of Swank Advisors, may direct Swank Advisors to direct the vote and/or disposition of the 1,710,754 Common Units held by the Swank Accounts. As the principal of Swank Capital, Mr. Swank, may direct the vote and/or disposition of the 1,710,754 Common Units held by the Swank Accounts.

This Amendment is being filed to amend and restate Item 4 as follows:

Item 4 Ownership.

	(a)		Swank Capital, Swank Advisors, and Mr. Swank may be deemed the beneficial owners of 1,710,754 Common Units.

	(b)		Swank Capital, Swank Advisors, and Mr. Swank may be deemed the beneficial owners of 12.4% of the outstanding Common Units. This percentage is determined by dividing 1,710,754 by 13,784,441, the number of Common Units issued and outstanding as of November 6, 2006, as reported in the Issuer’s most recent Form 10-Q filed November 8, 2006.

	(c)		Swank Advisors may direct the vote and/or disposition of the 1,710,754 Common Units held by the Swank Accounts. Swank Capital, as the general partner of Swank Advisors may direct it to direct the vote and/or disposition of the 1,710,754 Common Units held by the Swank Accounts. As the principal of Swank Capital, Mr. Swank may direct the vote and/or disposition of the 1,710,754 Common Units held by the Swank Accounts.

Exhibits Exhibit 1

Joint Filing Agreement by and among Swank Capital, Swank Advisors, and Mr. Swank.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2007


		SWANK CAPITAL, L.L.C.

		By:		/s/ Jerry V. Swank

				Jerry V. Swank
				Managing Member

		SWANK ENERGY INCOME ADVISORS, LP

		By: Swank Capital, L.L.C., its general partner

		By:		/s/ Jerry V. Swank

				Jerry V. Swank
				Managing Member

		/s/ Jerry V. Swank

		Jerry V. Swank