SEC Form 4 · accession 0001022321-18-000034
GENESIS ENERGY LP · GEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James E Davison Jr.
Director
Period of report
Apr 1, 2018
Accepted (ET)
Apr 3, 2018 · 5:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001022321
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units - Class AF1,F2 | Apr 1, 2018 | M | 538 | — | A | 3,783,583 | D | |
| Common Units - Class AF1,F2 | Apr 1, 2018 | D | 538 | $19.96 | D | 3,783,045 | D | |
| Common Units - Class AF3 | holding | — | — | — | 446,461 | I | James Ellis Davison, III Trust | |
| Common Units - Class AF3 | holding | — | — | — | 446,462 | I | Sarah Margaret Davison Trust | |
| Common Units - Class AF3 | holding | — | — | — | 446,460 | I | William Charles Davison Trust | |
| Common Units - Class AF4 | holding | — | — | — | 187,856 | I | James E. and Margaret A.B. Davison Special Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF2 | — | Apr 1, 2018 | M | 538 | D | Apr 1, 2018 | Apr 1, 2018 | Common Units - Class A | 538 | 8,273 | D |
| Phantom UnitsF5,F6 | — | Apr 2, 2018 | A | 1,246 | A | Apr 2, 2021 | Apr 2, 2021 | Common Units - Class A | 1,246 | 9,519 | D |
Explanation of responses
- F1The 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.
- F2Upon 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.
- F3Due to the reporting person's relationship with the beneficiaries and trustees of the Sarah Margaret Davison Trust, the William Charles Davison Trust and the James Ellis Davison, III Trust (collectively, the "Trusts"), the reporting person could be deemed to have an indirect pecuniary interest in the Common Units Class A that are beneficially owned by the Trusts. All Common Units Class A owned by the Trusts are reported on these lines. The reporting person disclaims beneficial ownership of these Common Units Class A except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these Common Units Class A for purposes of Section 16 or for any other purpose.
- F4These Common Units Class A are beneficially owned by the James E. and Margaret A.B. Davison Special Trust (the "Special Trust"). The reporting person could be deemed to have an indirect pecuniary interest in such Common Units Class A. All Common Units Class A owned by the Special Trust are reported on this line. The reporting person disclaims beneficial ownership of these Common Units Class A except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these Common Units Class A for purposes of Section 16 or for any other purpose.
- F5The 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.
- F6Award 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.