Sec Form 4 Filing - Evans Donald L @ GENESIS ENERGY LP - 2012-01-27

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Evans Donald L
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)
(Last) (First) (Middle)
500 W TEXAS AVENUE, SUITE 960
3. Date of Earliest Transaction (MM/DD/YY)
01/27/2012
(Street)
MIDLAND, TX79701
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Units - Class A 01/27/2012 S 1,671,785 D $ 27.79 ( 1 ) 739,270 I By Quintana Energy Partners II, L.P. ( 2 )
Common Units - Class A 01/27/2012 S 168,215 D $ 27.79 ( 1 ) 74,428 I By QEP II Genesis TE Holdco, LP ( 2 )
Common Units - Class A 1,618 I By Quintana Capital Group GP, Ltd. ( 2 )
Common Units - Class A 6,954 I By Q GEI Holdings, LLC ( 2 )
Common Units - Class A 3,338 I By Quintana Capital Group II, L.P. ( 2 ) ( 3 )
Common Units - Class A 9,446 D
Common Units - Class A 87,101 I By the Don Evans Group, Ltd. ( 4 ) ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Waiver Units - Class 1 ( 6 ) ( 7 ) 01/01/2021( 8 ) Common Units - Class A 305,908 305,908 I By Quintana Energy Partners, L.P. ( 2 ) ( 4 ) ( 5 )
Waiver Units - Class 2 ( 6 ) ( 7 ) 01/01/2021( 8 ) Common Units - Class A 305,908 305,908 I By Quintana Energy Parters II, L.P. ( 2 ) ( 4 ) ( 5 )
Waiver Units - Class 3 ( 6 ) ( 7 ) 01/01/2021( 8 ) Common Units - Class A 305,908 305,908 I By Quintana Energy Partners II, L.P. ( 2 ) ( 4 ) ( 5 )
Waiver Units - Class 4 ( 6 ) ( 7 ) 01/01/2021( 8 ) Common Units - Class A 305,908 305,908 I By Quintana Energy Partners II, L.P. ( 2 ) ( 4 ) ( 5 )
Waiver Units - Class 1 ( 6 ) ( 7 ) 01/01/2021( 8 ) Common Units - Class A 30,780 30,780 I By QEP II Genesis TE Holdco, LP ( 2 ) ( 4 ) ( 5 )
Waiver Units - Class 2 ( 6 ) ( 7 ) 01/01/2021( 8 ) Common Units - Class A 30,780 30,780 I By QEP II Genesis TE Holdco, LP ( 2 ) ( 4 ) ( 5 )
Waiver Units - Class 3 ( 6 ) ( 7 ) 01/01/2021( 8 ) Common Units - Class A 30,780 30,780 I By QEP II Genesis TE Holdco, LP ( 2 ) ( 4 ) ( 5 )
Waiver Units - Class 4 ( 6 ) ( 7 ) 01/01/2021( 8 ) Common Units - Class A 30,780 30,780 I By QEP II Genesis TE Holdco, LP ( 2 ) ( 4 ) ( 5 )
Waiver Units - Class 1 ( 6 ) ( 7 ) 01/01/2021( 8 ) Common Units - Class A 7,652 7,652 I By the Don Evans Group, Ltd. ( 4 ) ( 5 )
Waiver Units - Class 2 ( 6 ) ( 7 ) 01/01/2021( 8 ) Common Units - Class A 7,652 7,652 I By the Don Evans Group, Ltd. ( 4 ) ( 5 )
Waiver Units - Class 3 ( 6 ) ( 7 ) 01/01/2021( 8 ) Common Units - Class A 7,652 7,652 I By the Don Evans Group, Ltd. ( 4 ) ( 5 )
Waiver Units - Class 4 ( 6 ) ( 7 ) 01/01/2021( 8 ) Common Units - Class A 7,652 7,652 I By the Don Evans Group, Ltd. ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Evans Donald L
500 W TEXAS AVENUE
SUITE 960
MIDLAND, TX79701
X
Signatures
Donald L. Evans 01/31/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Common Units - Class A were sold pursuant to an underwritten offering. The sales price to the public was $27.79 and underwriting discounts and commissions were $0.86.
( 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 intersts 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 )On December 14, 2011, QCG II distributed 3,338 Common Units - Class A to QCG GP, its general partner, in a transaction exempt under Rule 16a-13.
( 4 )On August 12, 2011, Q GEI distributed a total of 7,055,595 Common Units - Class A, 619,838 Waiver Units - Class 1, 619,838 Waiver Units - Class 2, 619,838 Waiver Units - Class 3 and 619,838 Waiver Units - Class 4 pro rata to its members including to certain persons identified above: QEP II (988,451 Common Units - Class A, 86,836 Waiver Units - Class 1, 86,836 Waiver Units - Class 2, 86,836 Waiver Units - Class 3 and 86,836 Waiver Units - Class 4); Holdco (57,188 Common Units - Class A, 5,024 Waiver Units - Class 1, 5,024 Waiver Units - Class 2, 5,024 Waiver Units - Class 3 and 5,024 Waiver Units - Class 4) and the Don Evans Group Ltd. (87,101 Common Units - Class A, 7,652 Waiver Units - Class 1, 7,652 Waiver units - Class 2, 7,652 Waiver Units - Class 3 and 7,652 Waiver units - Class 4). Continued in Footnote 5.
( 5 )Continued from Footnote 4. This distribution was previously reported by Q GEI on a Form 4 filed on August 16, 2011. Insofar as it relates to the recipients of the Q GEI distributions named herein, such distributions were exempt from Section 16 pursuant to Rules 16a-9 and/or 16a-13.
( 6 )The Waiver Units, among other rights, preferences and privileges, are entitled to quarterly distributions of $0.001786 per Waiver Unit and are convertible into Common Units - Class A 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.
( 7 )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.
( 8 )Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled.

Remarks:
REMARKS: 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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.