Robertson William Keen 4

Accession 0001022321-12-000082

CIK 0001022321other

View on SEC.gov Company Profile

Filed

Sep 26, 8:00 PM ET

Accepted

Sep 27, 3:43 PM ET

Size

26.0 KB

Accession

0001022321-12-000082

Insider Transaction Report

Form 4

Period: 2012-09-25

GENESIS ENERGY LPGEL

Robertson William Keen

Director

Transactions

Exercise/Conversion
Waiver Units - Class 2
2012-09-25−305,908→ 0 total(indirect: By Quintana Energy Partners II, L.P.)
Exercise: $0.00From: 2012-08-14Exp: 2021-01-01→ Common Units - Class A (305,908 underlying)
Exercise/Conversion
Common Units - Class A
2012-09-25+30,780→ 135,988 total(indirect: By QEP II Genesis TE Holdco, LP)
Exercise/Conversion
Common Units - Class A
2012-09-25+97,484→ 1,337,369 total
Exercise/Conversion
Common Units - Class A
2012-09-25+305,908→ 1,351,086 total(indirect: By Quintana Energy Partners II, L.P.)
Exercise/Conversion
Common Units - Class A
2012-09-25+12,917→ 172,951 total(indirect: By Trust)
Exercise/Conversion
Waiver Units - Class 2
2012-09-25−12,917→ 0 total(indirect: By Trust)
Exercise: $0.00From: 2012-08-14Exp: 2021-01-01→ Common Units - Class A (12,917 underlying)
Exercise/Conversion
Waiver Units - Class 2
2012-09-25−97,484→ 0 total
Exercise: $0.00From: 2012-08-14Exp: 2021-01-01→ Common Units - Class A (97,484 underlying)
Exercise/Conversion
Waiver Units - Class 2
2012-09-25−30,780→ 0 total(indirect: By QEP II Genesis TE Holdco, LP)
Exercise: $0.00From: 2012-08-14Exp: 2021-01-01→ Common Units - Class A (30,780 underlying)

Holdings

Common Units - Class A
(indirect: By Quintana Capital Group GP, Ltd.)
1,618
Common Units - Class A
(indirect: By LLC)
6,954
Common Units - Class A
(indirect: By Trust)
1,110
Common Units - Class A
(indirect: By Quintana Capital Group II, L.P.)
3,338

Footnotes (8)

[F1]Quintana Energy Partners II, L.P. ("QEP II") elected to convert 305,908 Waiver Units - Class 2 on September 25, 2012, which comprised all of the Waiver Units of that class owned by QEP II. The Waiver Units - Class 2 are convertible into Common Units - Class A on a one-for-one basis, resulting in QEP II's acquisition of a number of Common Units - Class A equal to the number of Waiver Units - Class 2 converted.
[F2]Each of 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 intersts in QCG GP,QCG II, QEP Management and Q GEI, he may be deemed to have shared voting and dispositive power over these securities.
[F3]Holdco elected to convert 30,780 Waiver Units - Class 2 on September 25, 2012, which comprised all of the Waiver Units of that class owned by Holdco. The Waiver Units - Class 2 are convertible into Common Units - Class A on a one-for-one basis, resulting in Holdco's acquisition of a number of Common Units - Class A equal to the number of Waiver Units - Class 2 converted.
[F4]The William Keen Robertson 2009 Family Trust ("Family Trust") elected to convert 12,917 Waiver Units - Class 2 on September 25, 2012, which comprised all of the Waiver Units of that class owned by Family Trust. The Waiver Units - Class 2 are convertible into Common Units - Class A on a one-for-one basis, resulting in Family Trust's acquisition of a number of Common Units - Class A equal to the number of Waiver Units - Class 2 converted.
[F5]Members of the immediate family of the reporting person are beneficiaries of this trust and the reporting person may be deemed to have beneficial ownership of the securities held by it.
[F6]The reporting person elected to convert 97,484 Waiver Units - Class 2 on September 25, 2012, which comprised all of the Waiver Units of that class owned by the reporting person. The Waiver Units - Class 2 are convertible into Common Units - Class A on a one-for-one basis, resulting in the reporting person's acquisition of a number of Common Units - Class A equal to the number of Waiver Units - Class 2 converted.
[F7]The Waiver Units, among other rights, preferences and privileges, are entitled to quarterly distributions of $0.001786 per Waiver Unit and are convertible into Common Units - Class A 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. The Waiver Units - Class 2 became convertible on August 14, 2012.
[F8]Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled.

Documents

1 file

4
primary_doc.xmlPrimary
PRIMARY DOCUMENT

Issuer

GENESIS ENERGY LP

CIK 0001022321

→

Entity typeother

Related Parties

filerCIK 0001483756

Filing Metadata

Form type: 4
Filed: Sep 26, 8:00 PM ET
Accepted: Sep 27, 3:43 PM ET
Size: 26.0 KB

View on SEC.gov