-----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, IBzUmVcgqNBXqqdeRh0xwxRRoqnn/p0dkXrWLZhFzk9DSDWL77hL87G+rZtXnui5 DGejljfWxiPStdmu4g2H7g== 0001022321-10-000098.txt : 20101230 0001022321-10-000098.hdr.sgml : 20101230 20101230193612 ACCESSION NUMBER: 0001022321-10-000098 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: Robertson William Keen CENTRAL INDEX KEY: 0001483756 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12295 FILM NUMBER: 101282383 MAIL ADDRESS: STREET 1: 601 JEFFERSON STREET STREET 2: SUITE 3600 CITY: HOUSTON STATE: TX ZIP: 77002 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 0001483756 Robertson William Keen 601 JEFFERSON STREET SUITE 3600 HOUSTON TX 77002 1 0 0 0 Common Units - Class A 2010-12-28 4 A 0 7062549 0 A 7062549 I By Q GEI Holdings, LLC Common Units - Class A 2010-12-28 4 A 0 2496416 0 A 2496416 I Buy Quintana Energy Partners II, L.P. Common Units - Class A 2010-12-28 4 A 0 293474 0 A 293474 I BNy QEP Ii Genesis TE Holdco, LP Common Units - Class B 2010-12-28 4 A 0 21316 0 A Common Units - Class A 21316 21316 I By Q GEI Holdings, LLC Waiver Units - Class 1 2010-12-28 4 A 0 619838 0 A 2021-01-01 Common Units - Class A 619838 619838 I By Q GEI Holdings, LLC Waiver Units - Class 2 2010-12-28 4 A 0 619838 0 A 2021-01-01 Common Units - Class A 619838 619838 I By Q GEI Holdings, LLC Waiver Units - Class 3 2010-12-28 4 A 0 619838 0 A 2021-01-01 Common Units - Class A 619838 619838 I By Q GEI Holdings, LC Waiver Units - Class 4 2010-12-28 4 A 0 619838 0 A 2021-01-01 Common Units - Class A 619838 619838 I By Q GEI Holdings, LLC Common Units - Class B 2010-12-28 4 A 0 7534 0 A Common Units - Class A 7534 7534 I By Quintana Energy Partners II, L.P. Waiver Units - Class 1 2010-12-28 4 A 0 219072 0 A 2021-01-01 Common Units - Class A 219072 219072 I By Quintana Energy Partners II, L.P. Waiver Units - Class 2 2010-12-28 4 A 0 219072 0 A 2021-01-01 Common Units - Class A 219072 219072 I By Quintana Energy Partners II, L.P. Waiver Units - Class 3 2010-12-28 4 A 0 219072 0 A 2021-01-01 Common Units - Class A 219072 219072 I By Quintana Energy Partners II, L.P. Waiver Units - Class 4 2010-12-28 4 A 0 219072 0 A 2021-01-01 Common Units - Class A 219072 219072 I By Quintana Energy Partners II, L.P. Common Units - Class B 2010-12-28 4 A 0 885 0 A Common Units - Class A 885 885 I By QEP II Genesis TE Holdco, LP Waiver Units - Class 1 2010-12-28 4 A 0 25756 0 A 2021-01-01 Common Units - Class A 25756 25756 I By QEP II Genesis TE Holdco, LP Waiver Units - Class 2 2010-12-28 4 A 0 25756 0 A 2021-01-01 Common Units - Class A 25756 25756 I By QEP II Genesis TE Holdco, LP Waiver Units - Class 3 2010-12-28 4 A 0 25756 0 A 2021-01-01 Common Units - Class A 25756 25756 I By QEP II Genesis TE Holdco, LP Waiver Units - Class 4 2010-12-28 4 A 0 25756 0 A 2021-01-01 Common Units - Class A 25756 25756 I By QEP II Genesis TE Holdco, LP 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") as Merger Consideration (as defined in 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. Common Units - Class B are entitled to all the rights, preferences and privileges of the Common Units - Class A (and have the right to elect the directors of Genesis Energy, LLC, the general partner of the Partnership, and related rights) and will convert on a one-for-one basis upon (i) automatic conversion upon the removal of the general partner of the Partnership and the appointment of a successor or (ii) the holder's election. The Waiver Units, among other rights, preferences and priviliges, 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. The units are beneficially owned directly by Q GEI Holdings, LLC. By virtue of (i) his membership interest in Q GEI Holdings, LLC, (ii) the fact that The William Keen Robertson 2009 Family Trust is a member of Q GEI Holdings, LLC, and (iii) his partnership interests in Quintana Capital Group II, L.P., which is the general partner of Quintana Energy Partners II, LP and QEP II Genesis TE Holdco, LP, each of which is a member of Q GEI Holdings, LLC, the Reporting Person could be deemed to have an indirect pecuniary interest in such units. All units owned by Q GEI Holdings, LLC are reported on this line. The Reporting Person disclaims beneficial ownership of the units except to the extent of his pecuniary interest therein. These units are beneficially owned directly by Quintana Energy Partners II, LP, whose general partner is Quintana Capital Group II, L.P. By virtue of his partnership interests in Quintana Capital Group II, L.P., the Reporting Person could be deemed to have an indirect pecuniary interest in such units. All units owned by Quintana Energy Partners II, LP are reported on this line. The Reporting Person disclaims beneficial ownership of the units except to the extent of his pecuniary interest therein. These units are beneficially owned directly by QEP II Genesis TE Holdco, LP, whose general partner is Quintana Capital Group II, L.P. By virtue of his partnership interests in Quintana Capital Group II, L.P. the Reporting Person could be deemed to have an indirect pecuniary interest in such units. All units owned by QEP II Genesis TE Holdco, LP are reported on this line. The Reporting Person disclaims beneficial ownership of the units except to the extent of his pecuniary interest therein. William K Robertson 2010-12-30 -----END PRIVACY-ENHANCED MESSAGE-----