Genesis Energy Form 4 / SHARILYN S GASAWAY ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GASAWAY SHARILYN S

(Last)

(First)

(Middle)

ONE ALLIED DRIVE

(Street)

LITTLE ROCK

72202

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2022

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units - Class A⁽¹⁾	07/01/2022		M		1,287⁽¹⁾	A	⁽²⁾	289,651	D
Common Units - Class A⁽¹⁾	07/01/2022		D		1,287⁽¹⁾	D	$10.32⁽²⁾	288,364	D
Common Units - Class A⁽¹⁾	07/01/2022⁽³⁾		M		2,375⁽¹⁾	A	⁽²⁾	290,739	D
Common Units - Class A⁽¹⁾	07/01/2022⁽³⁾		D		2,375⁽¹⁾	D	$10.32⁽²⁾	288,364	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Units	⁽²⁾	07/01/2022		M			1,287	07/01/2022	07/01/2022	Common Units - Class A	1,287	⁽²⁾	30,473	D
Phantom Units	⁽²⁾⁽³⁾	07/01/2022		M			2,375	07/01/2022⁽³⁾	07/01/2022⁽³⁾	Common Units - Class A	2,375	⁽²⁾	28,098	D
Phantom Units	⁽⁴⁾⁽⁵⁾	07/01/2022		A		3,958		07/01/2023	07/01/2023	Common Units - Class A	3,958	⁽⁴⁾⁽⁵⁾	32,056	D
Phantom Units	⁽⁶⁾							10/01/2022⁽⁶⁾	10/01/2022⁽⁶⁾	Common Units - Class A	2,776		34,832	D
Phantom Units	⁽⁷⁾							01/03/2023⁽⁷⁾	01/03/2023⁽⁷⁾	Common Units - Class A	2,482		37,314	D
Phantom Units	⁽⁸⁾							04/01/2023⁽⁸⁾	04/01/2023⁽⁸⁾	Common Units - Class A	2,392		39,706⁽⁹⁾	D

Explanation of Responses:

1. The payment of the phantom units in cash is deemed to be a disposition of the phantom units in exchange for the acquisition of the underlying Common Units - Class A and a simultaneous disposition of the underlying Common Units - Class A to the issuer.

2. Upon vesting, the phantom units were 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.

3. The 07/01/2024 Expiration Date and Date Exercisable shown on the reporting person's Form 4 filed on 07/02/2021 was incorrect, and should have reflected the Expiration Date and Date Exercisable as 07/01/2022 (as accurately disclosed in the issuer's Annual Report on Form 10-K for the year ended December 31, 2021).

4. Award includes tandem distribution equivalent rights pursuant to which the quarterly distributions paid by the partnership on each Common Unit - Class A will be accrued over the vesting period and paid quarterly.

5. 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.

6. The 10/01/2024 Expiration Date and Date Exercisable shown on the reporting person's Form 4 filed on 10/05/2021 was incorrect, and should have reflected the Expiration Date and Date Exercisable as 10/01/2022 (as accurately disclosed in the issuer's Annual Report on Form 10-K for the year ended December 31, 2021).

7. The 01/03/2025 Expiration Date and Date Exercisable shown on the reporting person's Form 4 filed on 01/04/2022 was incorrect, and should have reflected the Expiration Date and Date Exercisable as 01/03/2023 (as accurately disclosed in the issuer's Annual Report on Form 10-K for the year ended December 31, 2021).

8. The 04/01/2025 Expiration Date and Date Exercisable shown on the reporting person's Form 4 filed on 04/04/2022 was incorrect, and should have reflected the Expiration Date and Date Exercisable as 04/01/2023 (as accurately disclosed in the issuer's Annual Report on Form 10-K for the year ended December 31, 2021).

9. The reporting person owns an aggregate of 39,706 phantom units following the transactions reported in this Form 4, 11,608 of which vest on the one year anniversary of the date of grant, and 28,098 of which vest on the three year anniversary of the date of grant.

Remarks:

	Sharilyn S. Gasaway	07/05/2022
	** Signature of Reporting Person	Date
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.
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Genesis Energy (GEL) Form 4GENESIS ENERGY / SHARILYN S GASAWAY ownership change