Genesis Energy Director Reports Minor Unit Conversion & Phantom Grant
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Genesis Energy, L.P. (GEL) – Form 4 insider transaction
Director James E. Davison, Jr. reported activity dated 1 July 2025 involving a modest number of Class A common units and related phantom-unit awards.
- Derivative exercise (Code M): 2,584 phantom units were converted into 2,584 Class A common units and immediately paid out in cash at an average price of $16.54 per unit, representing both an acquisition and a disposition to the issuer.
- New award (Code A): 2,388 additional phantom units (with tandem distribution-equivalent rights) were granted; these vest and cash-settle on 1 July 2026.
- Post-transaction holdings: Davison directly owns 3,883,045 Class A units and 11,093 phantom units. Indirect interests through family trusts total 1,527,239 Class A units, for which beneficial ownership is disclaimed beyond any pecuniary interest.
The reported share movement (2,584 units) is immaterial relative to Davison’s 3.9 million-unit direct stake and therefore unlikely to signal a meaningful change in insider sentiment. The grant of new phantom units appears to be routine director compensation rather than a strategic transaction.
Positive
- Large continuing stake: Insider retains roughly 3.9 million Class A units, demonstrating ongoing alignment with unitholders.
- Compensation structured in phantom units: Cash-settled awards avoid direct dilution of outstanding units.
Negative
- Minor disposition: 2,584 units were effectively sold back to the issuer, though the size is negligible.
Insights
TL;DR: Small, routine Form 4; no material impact on GEL valuation.
The transaction involves less than 0.1 % of Mr. Davison’s direct holdings and settles in cash, leaving his economic exposure virtually unchanged. The simultaneous grant of 2,388 phantom units simply refreshes equity-based compensation and does not introduce additional dilution because phantom units are cash-settled. Overall, the filing is administrative, offers no signal on future distribution policy, and should be viewed as neutral for investors.
Insider Trade Summary
2,584 shares exercised/converted
Mixed
8 txns
Insider
Davison James E. Jr.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Units | 2,584 | $0.00 | -- |
| Grant/Award | Phantom Units | 2,388 | $0.00 | -- |
| Exercise | Common Units - Class A | 2,584 | $0.00 | -- |
| Disposition | Common Units - Class A | 2,584 | $16.54 | $43K |
| holding | Common Units - Class A | -- | -- | -- |
| holding | Common Units - Class A | -- | -- | -- |
| holding | Common Units - Class A | -- | -- | -- |
| holding | Common Units - Class A | -- | -- | -- |
Holdings After Transaction:
Phantom Units — 8,705 shares (Direct);
Common Units - Class A — 3,885,629 shares (Direct);
Common Units - Class A — 446,461 shares (Indirect, James Ellis Davison, III Trust)
Footnotes (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. 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. Due 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. These 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. 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. 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.
FAQ
How many Genesis Energy (GEL) units does James E. Davison, Jr. now own?
He directly holds 3,883,045 Class A units and has indirect interests in 1,527,239 additional units via family trusts.
What was the price of the units disposed of in this Form 4?
The 2,584 units were cash-settled at an average price of $16.54 per unit.
Did the insider purchase new GEL units?
No GEL units were purchased on the open market; the filing reflects a phantom-unit conversion and an automatic grant of new phantom units.
When will the newly granted phantom units vest?
The 2,388 phantom units vest and cash-settle on 1 July 2026 and include quarterly distribution-equivalent rights.
Is the transaction material to Genesis Energy investors?
Given the small size relative to the insider’s existing position, the transaction is considered non-material from an investment standpoint.