SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Evans Donald L

(Last)

(First)

(Middle)

500 W TEXAS AVENUE

SUITE 960

(Street)

MIDLAND

79701

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2012

4. If Amendment, Date of 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

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	09/25/2012		M		305,908	A	$0⁽¹⁾	1,351,086	I	By Quintana Energy Partners II, L.P.⁽²⁾
Common Units - Class A	09/25/2012		M		30,780	A	$0⁽³⁾	135,988	I	By QEP II Genesis TE Holdco, LP
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⁾
Common Units - Class A	05/16/2012		G	V	3,000	D	$0	101,199	D
Common Units - Class A	06/12/2012		G	V	3,000	D	$0	98,199	D
Common Units - Class A	07/25/2012		G	V	1,700	D	$0	96,499	D
Common Units - Class A	09/25/2012		M		7,652	A	$0⁽⁴⁾	104,151⁽⁵⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Waiver Units - Class 2	$0⁽¹⁾	09/25/2012		M			305,908	08/14/2012⁽⁶⁾	01/01/2021⁽⁷⁾	Common Units - Class A	305,908	$0⁽¹⁾	0	I	By Quintana Energy Partners II, L.P.⁽²⁾
Waiver Units - Class 2	$0⁽³⁾	09/25/2012		M			30,780	08/14/2012⁽⁶⁾	01/01/2021⁽⁷⁾	Common Units - Class !	30,780	$0⁽³⁾	0	I	By QEP II Genesis TE Holdco, LP⁽²⁾
Waiver Units - Class 2	$0⁽⁴⁾	09/25/2012		M			7,652	08/14/2012⁽⁶⁾	01/01/2021⁽⁷⁾	Common Units - Class A	7,652	$0⁽⁴⁾	0	D

Explanation of Responses:

1. Quintana Energy Partners II, L.P. ("QEP II") elected to convert 305,908 Waiver Units - Class 2 on September 25, 2012, which comprised all of the Waiver Units of that class owned by QEP II. The Waiver Units - Class 2 are convertible into Common Units - Class A on a one-for-one basis, resulting in QEP II's acquisition of a number of Common Units - Class A equal to the number of Waiver Units - Class 2 converted.

2. Each of 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. Holdco elected to convert 30,780 Waiver Units - Class 2 on September 25, 2012, which comprised all of the Waiver Units of that class owned by Holdco. The Waiver Units - Class 2 are convertible into Common Units - Class A on a one-for-one basis, resulting in Holdco's acquisition of a number of Common Units - Class A equal to the number of Waiver Units - Class 2 converted.

4. The reporting person elected to convert 7,652 Waiver Units - Class 2 on September 25, 2012, which comprised all of the Waiver Units of that class owned by the reporting person. The Waiver Units - Class 2 are convertible into Common Units - Class A on a one-for-one basis, resulting in the reporting person's acquisition of a number of Common Units - Class A equal to the number of Waiver Units - Class 2 converted.

5. The 104,151 Common Units - Class A owned by Donald L. Evans includes 94,753 Common Units - Class A (including 7,652 Waiver Units - Class 1 which were converted to Common Units - Class A) distributed from Don Evans Group, Ltd to Donald L. Evans in transactions exempt under Rule 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. The Waiver Units - Class 2 became convertible on August 14, 2012.

7. Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled.

	Donald L Evans	09/25/2012
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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