Edgar Filing: Sturdivant Robert C

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Sturdivant Robert C

2. Issuer Name and Ticker or Trading Symbol
GENESIS ENERGY LP [GEL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

601 JEFFERSON STREET, SUITE 3600

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2010

(Street)

HOUSTON, TX 77002

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units - Class A	12/28/2010		A		7,062,549	A	$ 0 ⁽¹⁾	7,062,549	I ⁽⁵⁾	By Q GEI Holdings, LLC ⁽⁵⁾
Common Units - Class A	12/28/2010		A		2,496,146	A	$ 0 ⁽¹⁾	2,496,146	I ⁽⁶⁾	By Quintana Energy Partners II, LP ⁽⁶⁾
Common Units - Class A	12/28/2010		A		293,474	A	$ 0 ⁽¹⁾	293,474	I ⁽⁷⁾	By QEP Ii Genesis TE Holdco, LP ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Units - Class B

⁽²⁾

12/28/2010

21,316

⁽²⁾

Common Units - Class A

21,316

$ 0 ⁽¹⁾

21,316

I ⁽⁵⁾

By Q GEI Holdings, LLC ⁽⁵⁾

Waiver Units - Class 1

⁽³⁾

12/28/2010

619,838

⁽³⁾

01/01/2021⁽⁴⁾

Common Units - Class A

619,838

$ 0 ⁽¹⁾

619,838

I ⁽⁵⁾

By Q GEI Holdings, LLC ⁽⁵⁾

Waiver Units - Class 2

⁽³⁾

12/28/2010

619,838

⁽³⁾

01/01/2021⁽⁴⁾

Common Units - Class A

619,838

$ 0 ⁽¹⁾

619,838

I ⁽⁵⁾

By Q GEI Holdings, LLC ⁽⁵⁾

Waiver Units - Class 3

⁽³⁾

12/28/2010

619,838

⁽³⁾

01/01/2021⁽⁴⁾

Common Units - Class A

619,838

$ 0 ⁽¹⁾

619,838

I ⁽⁵⁾

By Q GEI Holdings, LLC ⁽⁵⁾

Waiver Units - Class 4

⁽³⁾

12/28/2010

619,838

⁽³⁾

01/01/2021⁽⁴⁾

Common Units - Class A

619,838

$ 0 ⁽¹⁾

619,838

I ⁽⁵⁾

By Q GEI Holdings, LLC ⁽⁵⁾

Common Units - Class B

⁽²⁾

12/28/2010

7,534

⁽²⁾

Common Units - Class A

7,534

$ 0 ⁽¹⁾

7,534

I ⁽⁶⁾

By Quintana Energy Partners II, L.P. ⁽⁶⁾

Waiver Units - Class 1

⁽³⁾

12/28/2010

219,072

⁽³⁾

01/01/2021⁽⁴⁾

Common Units - Class A

219,072

$ 0 ⁽¹⁾

219,072

I ⁽⁶⁾

By Quintana Energy Partners II, L.P. ⁽⁶⁾

Waiver Units - Class 2

⁽³⁾

12/28/2010

219,072

⁽³⁾

01/01/2021⁽⁴⁾

Common Units - Class A

219,072

$ 0 ⁽¹⁾

219,072

I ⁽⁶⁾

By Quintana Energy Partners II, L.P. ⁽⁶⁾

Waiver Units - Class 3

⁽³⁾

12/28/2010

219,072

⁽³⁾

01/01/2021⁽⁴⁾

Common Units - Class A

219,072

$ 0 ⁽¹⁾

219,072

I ⁽⁶⁾

By Quintana Energy Partners II, L.P. ⁽⁶⁾

Waiver Units - Class 4

⁽³⁾

12/28/2010

219,072

⁽³⁾

01/01/2021⁽⁴⁾

Common Units - Class A

219,072

$ 0 ⁽¹⁾

219,072

I ⁽⁶⁾

By Quintana Energy Partners II, L.P. ⁽⁶⁾

Common Units - Class B

⁽²⁾

12/28/2010

885

⁽²⁾

Common Units - Class A

885

$ 0 ⁽¹⁾

885

I ⁽⁷⁾

By QEP II Genesis TE Holdco, LP ⁽⁷⁾

Waiver Units - Class 1

⁽³⁾

12/28/2010

25,756

⁽³⁾

01/01/2021⁽⁴⁾

Common Units - Class A

25,756

$ 0 ⁽¹⁾

25,756

I ⁽⁷⁾

By QEP II Genesis TE Holdco, LP ⁽⁷⁾

Waiver Units - Class 2

⁽³⁾

12/28/2010

25,756

⁽³⁾

01/01/2021⁽⁴⁾

Common Units - Class A

25,756

$ 0 ⁽¹⁾

25,756

I ⁽⁷⁾

By QEP II Genesis Holdco, LP ⁽⁷⁾

Waiver Units - Class 3

⁽³⁾

12/28/2010

25,756

⁽³⁾

01/01/2021⁽⁴⁾

Common Units - Class A

25,756

$ 0 ⁽¹⁾

25,756

I ⁽⁷⁾

By QEP II Genesis TE Holdco, LP ⁽⁷⁾

Waiver Units - Class 4

⁽³⁾

12/28/2010

25,756

⁽³⁾

01/01/2021⁽⁴⁾

Common Units - Class A

25,756

$ 0 ⁽¹⁾

25,756

I ⁽⁷⁾

By QEP II Genesis TE Holdco, LP ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sturdivant Robert C 601 JEFFERSON STREET SUITE 3600 HOUSTON, TX 77002	X

Signatures

Robert C. Sturdivant		12/30/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Acquired pursuant to the Agreement and Plan of Merger, dated as of December 28, 2010, by and among Genesis Energy, L.P. (the "Partnership"), Genesis Acquisition, LLC and Genesis Energy, LLC (the "Merger Agreement") as Merger Consideration (as defined in the Merger Agreement). On the effective date of the merger, the closing price of the Common Units - Class A of the Partnership on the New York Stock Exchange was $26.24.
(2)	Common Units - Class B are entitled to all the rights, preferences and privileges of the Common Units - Class A (and have the right to elect the directors of Genesis Energy, LLC, the general partner of the Partnership, and related rights) and will convert on a one-to-one basis upon (i) automatic conversion upon the removal of the general partner of the Partnership and the appointment of a successor or (ii) the holder's election.
(3)	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.
(4)	Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled.
(5)	These units are beneficially owned directly by Q GEI Holdings, LLC. By virtue of (i) his membership interest in Q GEI Holdings, LLC, and (ii) his partnership interests in Quintana Capital Group II, L.P., which is the general partner of Quintana Energy Partners II, LP and QEP II Genesis TE Holdco, LP, each of which is a member of Q GEI Holdings, LLC, the Reporting Person could be deemed to have an indirect pecuniary interest in such units. All units owned by Q GEI Holdings, LLC are reported on this line. The Reporting Person disclaims beneficial ownership of the units except to the extent of his pecuniary interest therein.
(6)	These units are beneficially owned directly by Quintana Energy Partners II, LP, whose general partner is Quintana Capital Group II, L.P. By virtue of his partnership interests in Quintana Capital Group II, L.P., the Reporting Person could be deemed to have an indirect pecuniary interest in such units. All units owned by Quintana Ennergy Partners II, LP are reported on this line. The Reporting Person disclaims beneficial ownership of the units except to the extent of his pecuniary interest therein.
(7)	These units are beneficially owned directly by QEP II Genesis TE Holdco, LP, whose general partner is Quintana Capital Group II, L.P. By virtue of his partnership interest in Quintana Capital Group II, L.P., the Reporting Person could be deemed to have an indirect pecuniary interest in such units. All units owned by QEP II Genesis TE Holdco, LP are reported on this line. The Reporting Person disclaims beneficial ownership of the units except to the extent of his pecuniary interest therein.

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