Sec Form 4 Filing - GOLOWAY WILLIAM STANTON @ GENESIS ENERGY LP - 2017-04-11

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

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1. Name and Address of Reporting Person GOLOWAY WILLIAM STANTON 2. Issuer Name and Ticker or Trading Symbol GENESIS ENERGY LP [ GEL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President (Last) (First) (Middle) 919 MILAM ST., SUITE 2100 3. Date of Earliest Transaction (MM/DD/YY) 04/11/2017 (Street) HOUSTON, TX77002 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

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 Phantom Units ( 1 ) ( 2 ) 04/11/2017 A 6,873 ( 3 ) ( 4 ) 04/11/2020 04/11/2020 Common Units - Class A 6,873 ( 3 ) ( 4 ) ( 1 ) ( 2 ) 14,912 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOLOWAY WILLIAM STANTON 919 MILAM ST., SUITE 2100 HOUSTON, TX77002 Vice President Signatures William S. Goloway 05/16/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The phantom units will be paid in cash based on the average closing price of the Common Units - Class A for the 20 trading days immediately prior to the vesting date. ( 2 )Award includes tandem distribution equivalent rights pursuant to which the quarterly distributions paid by the Issuer on each common unit will be (i) paid quarterly on the number of units corresponding to the number of 2017 service phantom units (as defined in Footnote 4) in the initial grant and (ii) accrued over the vesting period on the number of units corresponding to the number of 2017 performance phantom units (as defined in Footnote 3) and will be paid upon vesting. ( 3 )The reporting person was granted an award of 6,873 phantom units on April 11, 2017. 4,124 phantom units (the "2017 performance phantom units") will vest as follows: (a) if the quarterly distribution on the common units is less than $0.75 per unit for the fourth quarter of 2019 (which would be paid in the first quarter of 2020), all of the 2017 performance phantom units granted will be forfeited; (b) if the quarterly distribution on the common units for the fourth quarter of 2019 is $0.75 per unit, 50% of the 2017 performance phantom units granted will vest and the remainder will be forfeited; (c) if the distribution on the common units for the fourth quarter of 2019 is $0.80 per unit, 100% of the 2017 performance phantom units granted will vest; and ( 4 )(continuation from FN3)(d) if the distribution on the common units for the fourth quarter of 2019 is $0.85 per unit or greater, 150% of the 2017 performance phantom units granted will vest. Should the quarterly distribution on the common units for the fourth quarter of 2019 be between the range of $0.75 per unit and $0.85 per unit, the 2017 performance phantom units will vest between 50% and 150% of the number granted on a pro rata basis. The remaining 2,749 phantom units (the "2017 service phantom units") will vest fully on April 11, 2020, the third anniversary of the grant date, provided that the reporting person is still employed by the Issuer on such vesting date.

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