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^*

Robertson William Keen

(Last)

(First)

(Middle)

601 JEFFERSON STREET

SUITE 3600

(Street)

HOUSTON

77002

(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)
10/05/2012

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	10/05/2012		S		992,836	D	$32.15⁽¹⁾	358,250	I	By Quintana Energy Partners II, L.P.⁽²⁾
Common Units - Class A	10/05/2012		S		358,250	D	$30	0	I	By Quintana Energy Partners II, L.P.⁽²⁾
Common Units - Class A	10/05/2012		S		99,930	D	$32.15⁽¹⁾	36,058	I	By QEP II Genesis TE Holdco, LP⁽²⁾
Common Units - Class A	10/05/2012		S		36,058	D	$30	0	I	By QEP II Genesis TE Holdco, LP⁽²⁾
Common Units - Class A	10/05/2012		S		1,189	D	$32.15⁽¹⁾	429	I	By Quintana Capital Group GP, Ltd.⁽²⁾
Common Units - Class A	10/05/2012		S		429	D	$30	0	I	By Quintana Capital Group GP, Ltd.⁽²⁾
Common Units - Class A	10/05/2012		S		5,110	D	$32.15⁽¹⁾	1,844	I	By Q GEI Holdings, LLC⁽²⁾
Common Units - Class A	10/05/2012		S		1,844	D	$30	0	I	By Q GEI Holdings, LLC⁽²⁾
Common Units - Class A	10/05/2012		S		2,453	D	$32.15⁽¹⁾	885	I	By Quintana Capital Group II, L.P.⁽²⁾
Common Units - Class A	10/05/2012		S		885	D	$30	0	I	By Quintana Capital Group II, L.P.⁽²⁾
Common Units - Class A	10/05/2012		S		127,092	D	$32.15⁽¹⁾	45,859	I	By The William Keen Robertson 2009 Family Trust⁽³⁾
Common Units - Class A	10/05/2012		S		45,859	D	$30	0	I	By The William Keen Robertson 2009 Family Trust⁽³⁾
Common Units - Class A	10/05/2012		S		816	D	$32.15⁽¹⁾	294	I	By The William Keen Robertson 2007 Family Trust⁽³⁾
Common Units - Class A	10/05/2012		S		294	D	$30	0	I	By The William Keen Robertson 2007 Family Trust⁽³⁾
Common Units - Class A	10/05/2012		S		982,757	D	$32.15⁽¹⁾	354,612	D
Common Units - Class A	10/05/2012		S		354,612	D	$30	0	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)
Common Units - Class B	⁽⁴⁾	10/05/2012		S			7,534	⁽⁴⁾	⁽⁴⁾	Common Units - Class A	7,534	$30	0	I	By Quintana Energy Partners II, L.P.⁽²⁾
Common Units - Class B	⁽⁴⁾	10/05/2012		P			885	⁽⁴⁾	⁽⁴⁾	Common Units - Class A	885	$30	0	I	By QEP II Genesis TE Holdco, LP⁽²⁾
Common Units - Class B	⁽⁴⁾	10/05/2012		S			21,316	⁽⁴⁾	⁽⁴⁾	Common Units - Class A	21,316	$30	0	I	By Q GEI Holdings, LLC⁽²⁾

Explanation of Responses:

1. The Common Units - Class A were sold pursuant to an underwritten offering. The sales price to the public was $32.15 and underwriting discounts and commissions were $0.53.

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 interests 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. Members of the immediate family of the reporting person are beneficiaries of this trust and the reporting person may be deemed to have beneficial ownership of the securities held by it.

4. 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.

	William Keen Robertson	10/09/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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