-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qb7HZWdE5pn6UHJjW0uNuzTpFDE0pwV3F8PZF7urmva3TotlXqVZ25xHJCPHtPEK 0I9ogZ86zk6i5Lm/CiDZfg== 0001022321-10-000095.txt : 20101230 0001022321-10-000095.hdr.sgml : 20101230 20101230110032 ACCESSION NUMBER: 0001022321-10-000095 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101228 FILED AS OF DATE: 20101230 DATE AS OF CHANGE: 20101230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Davison James E Jr CENTRAL INDEX KEY: 0001403412 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12295 FILM NUMBER: 101279847 MAIL ADDRESS: STREET 1: 2000 FARMERVILLE HIGHWAY CITY: RUSTON STATE: LA ZIP: 71270 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENESIS ENERGY LP CENTRAL INDEX KEY: 0001022321 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM BULK STATIONS & TERMINALS [5171] IRS NUMBER: 760513049 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 919 MILAM, SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138602500 MAIL ADDRESS: STREET 1: 919 MILAM, SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77002 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2010-12-28 0 0001022321 GENESIS ENERGY LP GEL 0001403412 Davison James E Jr 2000 FARMERVILLE HIGHWAY RUSTON LA 71270 1 0 0 0 Common Units - Class A 2010-12-28 4 A 0 1049406 A 1049406 I By James Ellis Davison, Jr. Grantor Retained Annuity Trust Waiver Units - Class 1 2010-12-28 4 A 0 91823 0 A 2021-01-01 Common Units - Class A 91823 91823 I By James Ellis Davison, Jr. Grantor Retained Annuity Trust Waiver Units - Class 2 2010-12-28 4 A 0 91823 0 A 2021-01-01 Common Units - Class A 91823 91823 I By James Ellis Davison, Jr. Grantor Retained Annuity Trust Waiver Units - Class 3 2010-12-28 4 A 0 91823 0 A 2021-01-01 Common Units- Class A 91823 91823 I By James Ellis Davison, Jr. Grantor Retained Annuity Trust Waiver Units - Class 4 2010-12-28 4 A 0 91823 0 A 2021-01-01 Common Units - Class A 91823 91823 I By James Ellis Davison, Jr. Grantor Retained Annuity Trust 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"). 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. 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. Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled. These units are benefically owned by the James Ellis Davison, Jr. Grantor Retained Annuity Trust (the "Trust"). As the beneficiary of the Trust, the Reporting Person could be deemed to have an indirect pecuniary interest in such units. All units owned by the Trust are reported on this line. The Reporting Person disclaims beneficial ownership of the units except to the extent of his pecuniary interest therein. James E. Davison, Jr. 2010-12-30 -----END PRIVACY-ENHANCED MESSAGE-----