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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(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)
01/27/2012

(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	01/27/2012		S		1,671,785	D	$ 27.79 ⁽¹⁾	739,270	I	By Quintana Energy Partners II, L.P. ⁽²⁾
Common Units - Class A	01/27/2012		S		168,215	D	$ 27.79 ⁽¹⁾	74,428	I	By QEP II Genesis TE Holdco, LP ⁽²⁾
Common Units - Class A								1,618	I	By Quintana Capital Group GP, Ltd. ⁽²⁾
Common Units - Class A								6,954	I	By Q GEI Holdings, LLC ⁽²⁾
Common Units - Class A								3,338	I	By Quintana Capital Group II, L.P. ⁽²⁾ ⁽³⁾
Common Units - Class A								18,281	D ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Waiver Units - Class 1

⁽⁶⁾

01/01/2021⁽⁶⁾

Common Units - Class A

305,908

By Quintana Energy Partners II, L.P. ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

Waiver Units - Class 2

⁽⁶⁾

01/01/2021⁽⁶⁾

Common Units - Class A

305,908

By Quintana Energy Partners II, L.P. ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

Waiver Units - Class 3

⁽⁶⁾

01/01/2021⁽⁶⁾

Common Units - Class A

305,908

By Quintana Energy Partners II, L.P. ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

Waiver Units - Class 4

⁽⁶⁾

01/01/2021⁽⁶⁾

Common Units - Class A

305,908

By Quintana Energy Partners II, L.P. ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

Waiver Units - Class 1

⁽⁶⁾

01/01/2021⁽⁶⁾

Common Units - Class A

30,780

By QEP II Genesis TE Holdco, LP ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

Waiver Units - Class 2

⁽⁶⁾

01/01/2021⁽⁶⁾

Common Units - Class A

30,780

By QEP II Genesis TE Holdco, LP ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

Waiver Units - Class 3

⁽⁶⁾

01/01/2021⁽⁶⁾

Common Units - Class A

30,780

By QEP II Genesis TE Holdco, LP ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

Waiver Units - Class 4

⁽⁶⁾

01/01/2021⁽⁶⁾

Common Units - Class A

30,780

By QEP II Genesis TE Holdco, LP ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

Waiver Units - Class 1

⁽⁶⁾

01/01/2021⁽⁶⁾

Common Units - Class A

1,530

D ⁽⁴⁾ ⁽⁵⁾

Waiver Units - Class 2

⁽⁶⁾

01/01/2021⁽⁶⁾

Common Units - Class A

1,530

D ⁽⁴⁾ ⁽⁵⁾

Waiver Units - Class 3

⁽⁶⁾

01/01/2021⁽⁶⁾

Common Units - Class A

1,530

D ⁽⁴⁾ ⁽⁵⁾

Waiver Units - Class 4

⁽⁶⁾

01/01/2021⁽⁶⁾

Common Units - Class A

1,530

D ⁽⁴⁾ ⁽⁵⁾

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 Sturdivant		01/31/2012
^**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)	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.
(2)	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.
(3)	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.
(4)	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), the Reporting Person (17,420 Common Units - Class A, 1,530 Waiver Units - Class 1, 1,530 Waiver Units - Class 2, 1,530 Waiver Units - Class 3 and 1,530 Waiver Units - Class 4). Continued on Footnote 5.
(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.
(6)	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.
Remarks: Remarks: The Reporting Person disclaims beneficial ownership of the securities reported on this Form 4 except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 or for any other purpose.

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