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 *
Sturdivant Robert C
   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)
601 JEFFERSON STREET, SUITE 3600		 3. Date of Earliest Transaction (Month/Day/Year)
10/05/2012
(Street)

HOUSTON, TX 77002		 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 10/05/2012   S   992,836 D $ 32.15 (1) 358,250 I By Quintana Energy Partners II, L.P. (2)
Common Units - Class A 10/05/2012   S   358,250 D $ 30 0 I By Quintana Energy Partners II, L.P. (2)
Common Units - Class A 10/05/2012   S   99,930 D $ 32.15 (1) 36,058 I By QEP II Genesis TE Holdco, LP (2)
Common Units - Class A 10/05/2012   S   36,058 D $ 30 (1) 0 I By QEP II Genesis TE Holdco, LP (2)
Common Units - Class A 10/05/2012   S   1,189 D $ 32.15 (1) 429 I By Quintana Capital Group GP, Ltd. (2)
Common Units - Class A 10/05/2012   S   429 D $ 30 0 I By Quintana Capital Group GP, Ltd. (2)
Common Units - Class A 10/05/2012   S   5,110 D $ 32.15 (1) 1,844 I By Q GEI Holdings, LLC (2)
Common Units - Class A 10/05/2012   S   1,844 D $ 30 0 I By Q GEI Holdings, LLC (2)
Common Units - Class A 10/05/2012   S   2,453 D $ 32.15 (1) 885 I By Quintana Capital Group II, L.P. (2)
Common Units - Class A 10/05/2012   S   885 D $ 30 0 I By Quintana Capital Group II, L.P. (2)
Common Units - Class A               21,341 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units - Class B (3) 10/05/2012   S     7,534   (3)   (3) Common Units - Class A 7,534 $ 30 0 I By Quintana Energy Partners II, L.P. (2)
Common Units - Class B (3) 10/05/2012   S     885   (3)   (3) Common Units - Class A 885 $ 30 0 I By QEP II Genesis TE Holdco, LP (2)
Common Units - Class B (3) 10/05/2012   S     21,316   (3)   (3) Common Units - Class A 21,316 $ 30 0 I By Q GEI Holdings, LLC (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Sturdivant Robert C
601 JEFFERSON STREET
SUITE 3600
HOUSTON, TX 77002		   X      

Signatures

 Robert Sturdivant   10/09/2012
**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 Common Units - Class A were sold pursuant to an underwritten offering. The sales price to the public was $32.15 and underwriting discounts and commissions were $0.53.
(2) Each of Quintana Energy Partners II, L.P. ("QEP II") and QEP II Genesis TE Holdco, LP ("Holdco") has (i) Quintana Capital Group II, L.P. as its general partner ("QCG II") (with Quintana Capital Group GP, Ltd. ("QCG GP") as the general partner of QCG II), (ii) management services provided by QEP Management Co., L.P. ("QEP Management") and (iii) membership interests in Q GEI Holdings, LLC ("Q GEI"). By virtue of the reporting person's relationship with or interests in QCG GP,QCG II, QEP Management and Q GEI, he may be deemed to have shared voting and dispositive power over these securities.
(3) Common Units - Class B are entitled to all the rights, preferences and privileges of the Common Units - Class A (and have the right to elect the directors of Genesis Energy, LLC, the general partner of the Partnership, and related rights) and will convert on a one-for-one basis upon (i) automatic conversion upon the removal of the general partner of the Partnership and the appointment of a successor or (ii) the holder's election.

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