Edgar Filing: Davison James E Jr

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 ^*

Davison James E Jr

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)

2000 FARMERVILLE HIGHWAY

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2010

(Street)

RUSTON, LA 71270

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

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 (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
Common Units - Class A	12/28/2010		A		1,049,406	A	⁽¹⁾	1,049,406	I ⁽⁴⁾	By James Ellis Davison, Jr. Grantor Retained Annuity Trust ⁽⁴⁾

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

Waiver Units - Class 1

⁽²⁾

12/28/2010

91,823

⁽²⁾

01/01/2021⁽³⁾

Common Units - Class A

91,823

$ 0 ⁽¹⁾

91,823

I ⁽⁴⁾

By James Ellis Davison, Jr. Grantor Retained Annuity Trust ⁽⁴⁾

Waiver Units - Class 2

⁽²⁾

12/28/2010

91,823

⁽²⁾

01/01/2021⁽³⁾

Common Units - Class A

91,823

$ 0 ⁽¹⁾

91,823

I ⁽⁴⁾

By James Ellis Davison, Jr. Grantor Retained Annuity Trust ⁽⁴⁾

Waiver Units - Class 3

⁽²⁾

12/28/2010

91,823

⁽²⁾

01/01/2021⁽³⁾

Common Units- Class A

91,823

$ 0 ⁽¹⁾

91,823

I ⁽⁴⁾

By James Ellis Davison, Jr. Grantor Retained Annuity Trust ⁽⁴⁾

Waiver Units - Class 4

⁽²⁾

12/28/2010

91,823

⁽²⁾

01/01/2021⁽³⁾

Common Units - Class A

91,823

$ 0 ⁽¹⁾

91,823

I ⁽⁴⁾

By James Ellis Davison, Jr. Grantor Retained Annuity Trust ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Davison James E Jr 2000 FARMERVILLE HIGHWAY RUSTON, LA 71270	X

Signatures

James E. Davison, Jr.		12/30/2010
^**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)	Acquired pursuant to the Agreement and Plan of Merger, dated as of December 28, 2010, by and among Genesis Energy, L.P. (the "Partnership"), Genesis Acquisition, LLC and Genesis Energy, LLC (the "Merger Agreement"). On the effective date of the merger, the closing price of the Common Units - Class A of the Partnership on the New York Stock Exchange was $26.24.
(2)	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.
(3)	Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled.
(4)	These units are benefically owned by the James Ellis Davison, Jr. Grantor Retained Annuity Trust (the "Trust"). As the beneficiary of the Trust, the Reporting Person could be deemed to have an indirect pecuniary interest in such units. All units owned by the Trust are reported on this line. The Reporting Person disclaims beneficial ownership of the units except to the extent of his pecuniary interest therein.

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