SEC Form 4 · accession 0001022321-17-000082
GENESIS ENERGY LP · GEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kristen O Jesulaitis
Officer — General Counsel & Secretary
Period of report
Apr 11, 2017
Accepted (ET)
May 16, 2017 · 4:36 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001022321
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF3,F4,F1,F2 | — | Apr 11, 2017 | A | 9,164 | A | Apr 11, 2020 | Apr 11, 2020 | Common Units - Class A | 9,164 | 21,368 | D |
Explanation of responses
- F1The 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.
- F2Award includes tandem distribution equivalent rights pursuant to which the quarterly distributions paid by the Issuer on each common unit will be (i) paid quarterly on the number of units corresponding to the number of 2017 service phantom units (as defined in Footnote 4) in the initial grant and (ii) accrued over the vesting period on the number of units corresponding to the number of 2017 performance phantom units (as defined in Footnote 3) and will be paid upon vesting.
- F3The reporting person was granted an award of 9,164 phantom units on April 11, 2017. 5,499 phantom units (the "2017 performance phantom units") will vest as follows: (a) if the quarterly distribution on the common units is less than $0.75 per unit for the fourth quarter of 2019 (which would be paid in the first quarter of 2020), all of the 2017 performance phantom units granted will be forfeited; (b) if the quarterly distribution on the common units for the fourth quarter of 2019 is $0.75 per unit, 50% of the 2017 performance phantom units granted will vest and the remainder will be forfeited; (c) if the distribution on the common units for the fourth quarter of 2019 is $0.80 per unit, 100% of the 2017 performance phantom units granted will vest; and
- F4(continuation from FN3)(d) if the distribution on the common units for the fourth quarter of 2019 is $0.85 per unit or greater, 150% of the 2017 performance phantom units granted will vest. Should the quarterly distribution on the common units for the fourth quarter of 2019 be between the range of $0.75 per unit and $0.85 per unit, the 2017 performance phantom units will vest between 50% and 150% of the number granted on a pro rata basis. The remaining 3,665 phantom units (the "2017 service phantom units") will vest fully on April 11, 2020, the third anniversary of the grant date, provided that the reporting person is still employed by the Issuer on such vesting date.