X0206 3 2016-10-05 0 0001392091 Blueknight Energy Partners, L.P. BKEP 0001143380 ERGON INC P.O. BOX 1639 JACKSON MS 39215-1639 1 0 1 0 0001687635 Ergon Asphalt & Emulsions, Inc. P.O. BOX 1639 JACKSON MS 39215-1639 1 0 1 0 Common Units representing limited partner interests 847457 I See footnotes Series A Preferred Units Common Units 18312968 I See footnotes This Form 3 is being filed jointly by Ergon, Inc. ("Ergon") and Ergon Asphalt & Emulsions, Inc. ("EA&E") in connection with the consummation of the transactions described in the Issuer's Current Report on Form 8-K filed on October 5, 2016 (the "Transactions"). In connection with the closing of the Transactions, EA&E became the direct owner of 847,457 Common Units and 18,312,968 Series A Preferred Units of the Issuer. Ergon directly owns 100% of the outstanding ownership interests of EA&E, and may therefore be deemed to beneficially own the securities of the Issuer owned directly by EA&E. The Series A Preferred Units have no expiration date and are convertible at any time, in whole or in part, on, subject to adjustment, a one-for-one basis into Common Units representing limited partner interests of the Issuer at the holder's election as set forth in the Fourth Amended and Restated Agreement of Limited Partnership of the Issuer, dated September 14, 2011 and filed with the Securities and Exchange Commission as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed on September 14, 2011. Blueknight Energy Partners G.P., L.L.C., a Delaware limited liability company and the general partner of the Issuer (the "General Partner"), has sole responsibility for conducting the business of and managing the operations of the Issuer. Blueknight GP Holding, LLC, a Delaware limited liability company and the sole member of the General Partner ("Holdings"), has the right to appoint all of the directors of the General Partner. EA&E (and therefore, Ergon) is the indirect parent of Holdings, and may therefore be deemed a director by deputization. /s/ Kathryn W. Stone, Executive Vice President, Secretary and Treasurer of Ergon, Inc. 2016-10-17 /s/ Drew Brooks, Vice President of Ergon Asphalt & Emulsions, Inc. 2016-10-17