Sec Form 4 Filing - Keeneland Capital, LLC @ MARTIN MIDSTREAM PARTNERS LP - 2012-10-02

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 Keeneland Capital, LLC 2. Issuer Name and Ticker or Trading Symbol MARTIN MIDSTREAM PARTNERS LP [ MMLP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2820 SELWYN AVENUE, SUITE 550 3. Date of Earliest Transaction (MM/DD/YY) 10/02/2012 (Street) CHARLOTTE, NC28209 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 10/02/2012 J( 1 )( 2 ) 6,593,267 ( 3 ) D 0 I By Martin Resource Management Corporation and its subsidiaries Common Units 10/02/2012 J( 1 )( 2 ) 1,500,000 A 1,500,000 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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Keeneland Capital, LLC 2820 SELWYN AVENUE SUITE 550 CHARLOTTE, NC28209 X Signatures Keeneland Capital, LLC, By: /s/ A. Wellford Tabor, Its: Member 10/02/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to a Securities Repurchase and Settlement Agreement dated as of October 2, 2012 by and among KCM, LLC, a Delaware limited liability company ("KCM"), of which the reporting person is managing member and in which the reporting person owns an interest, Scott D. Martin, an individual resident of the State of Texas, SKM Partnership, Ltd., a Texas limited partnership, and Martin Resource Management Corporation, a Texas corporation and the indirect owner of the general partner of the Issuer ("MRMC"), KCM acquired 1,500,000 common units representing limited partner interests ("Common Units") in the Issuer (the "Transaction"). In exchange for the Common Units and certain other consideration, including the settlement of certain litigation, KCM transferred to MRMC 1,423 shares of common stock of MRMC and an option to acquire an additional 3,049 shares of common stock of MRMC (the "MRMC Interest"). (continued in footnote 2) ( 2 )(continued from footnote 1) Based on the MRMC Interest, KCM may have been deemed to be the beneficial owner of a portion of the 6,593,267 Common Units owned by MRMC and its subsidiaries. However, as a result of the Transaction, KCM no longer holds the MRMC Interest and, therefore, is reporting the disposition of the reporting person's previously reported indirect beneficial ownership of the 6,593,267 Common Units. ( 3 )Includes 889,444 Subordinated Units owned by MRMC and its subsidiaries that automatically converted to 889,444 Common Units on November 25, 2011.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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