Edgar Filing: GENESIS ENERGY LP

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DENBURY RESOURCES INC

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

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

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

(Last)

(First)

(Middle)

5100 TENNYSON PARKWAY, SUITE 3000

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2007

(Street)

PLANO, TX 75024

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/25/2007		P		1,074,882	A	$ 20.8	2,094,323	I	See Remarks

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DENBURY RESOURCES INC 5100 TENNYSON PARKWAY SUITE 3000 PLANO, TX 75024				See Remarks
DENBURY GATHERING & MARKETING INC 5100 TENNYSON PKWY #1200 PLANO, TX 75024				See Remarks
Genesis Energy, Inc. 500 DALLAS, SUITE 2500 HOUSTON, TX 77002				See Remarks

Signatures

Phil Rykhoek - Denbury Resources Inc.		07/27/2007
^**Signature of Reporting Person		Date
Phil Rykhoek - Denbury Gathering & Marketing Inc.		07/27/2007
^**Signature of Reporting Person		Date
Ross Benavides - Genesis Energy Inc.		07/27/2007
^**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).
Remarks: 1. To maintain its 7.25% limited partner interest in Genesis Energy, L.P. following the issuance of shares in the Davison acquisition, Genesis Energy, Inc. has exercised its preemptive right under the Genesis Energy, L.P. partnership agreement and has purchased 1,074,882 common units in a private placement. 2. Genesis Energy, Inc., the general partner of Genesis Energy, L.P., directly owns a 7.25% limited partner interest in Genesis Energy, L.P. Genesis Energy, Inc. is a wholly-owned subsidiary of Denbury Gathering & Marketing, Inc. which in turn is a wholly-owned subsidiary of Denbury Resources Inc. 3. These common units are owned directly by Genesis Energy, Inc. which is a wholly-owned subsidirayr of Denbury Gathering & Marketing, Inc. which is a wholly-owned subsidiary of Denbury Resources Inc. Denbury Gathering & Marketing, Inc. and Denbury Resources Inc. are indirect beneficial owners of the reported securities.

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