0001022321-12-000026.txt : 20120229
0001022321-12-000026.hdr.sgml : 20120229
20120229121715
ACCESSION NUMBER: 0001022321-12-000026
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120227
FILED AS OF DATE: 20120229
DATE AS OF CHANGE: 20120229
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: 12650943
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
X0304
4
2012-02-27
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
2012-02-27
4
M
0
91823
0
A
1141229
I
By James Ellis Davison, Jr. Grantor Retained Annuity Trust
Waiver Units - Class 1
0
2012-02-27
4
M
0
91823
0
D
2012-02-16
2021-01-01
Common Units - Class A
91823
0
I
By James Ellis Davison, Jr. Grantor Retained Annuity Trust
The reporting person elected to convert 91,823 Waiver Units - Class 1 on February 27, 2012, which comprised all of the Waiver Units of that class owned by the reporting person. The Waiver Units - Class 1 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 1 converted.
These units are beneficially 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.
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 - Class A 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 1 became convertible on February 16, 2012.
Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled.
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.
James E. Davison, Jr.
2012-02-29