Edgar Filing: GENESIS ENERGY LP

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

QEP Management Co LP

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
_____ Officer (give title below)	__X__ Other (specify below)
Possible member of 10% group

(Last)

(First)

(Middle)

600 JEFFERSON STREET, SUITE 3600

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2011

(Street)

HOUSTON, TX 77002

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (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)
			Code	V	Amount	(A) or (D)	Price

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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Units

⁽¹⁾ ⁽²⁾

01/07/2011

2,840

01/01/2014

Common Units - Class A

2,840

⁽¹⁾ ⁽²⁾

13,684 ⁽³⁾

See Footnote 3 ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
QEP Management Co LP 600 JEFFERSON STREET SUITE 3600 HOUSTON, TX 77002				Possible member of 10% group
QEP Management Co GP LLC 600 JEFFERSON STREET SUITE 3600 HOUSTON, TX 77002				Possible member of 10% group

Signatures

QEP Management Co., L.P., by QEP Management Co. GP, LLC, its general partner, by Steve Putman, Authorized Person		01/11/2011
^**Signature of Reporting Person		Date
QEP Management Co. GP, LLC, by Steve Putman, Authorized Person		01/11/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 date of vesting.
(2)	Award includes tandem distribution equivalent rights pursuant to which the quarterly distributions paid by the partnership on each Common Unit will be accrued over the vesting period and paid quarterly.
(3)	Pursuant to an arrangement between QEP Management Co., LP and each of Robert Sturdivant, Corbin J. Robertson III, William K Robertson and Donald L. Evans, each a director of Genesis Energy, LLC, the general partner of Genesis Energy, L.P., QEP Management Co., L.P. or one of its affiliates has the right to receive the proceeds derived from certain Phantom Units granted to such persons for their respective service in their capacity as director.

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