Sec Form 13D Filing - Blackstone Holdings II L.P. filing for Genesis Energy, L.P. (GEL) - 2025-03-10

Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:Calculations of the percentage of Class A Common Units beneficially owned is based on 122,424,321 Class A Common Units outstanding as of February 28, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2025, plus the Class A Common Units that GSO Rodeo may acquire upon the conversion of the Preferred Units.The aggregate number and percentage of Class A Common Units beneficially owned by each Reporting Person and, for each Reporting Person, the number of securities as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.As of the date hereof, GSO Rodeo holds 6,459,192 Preferred Units which are convertible into 6,459,192 Class A Common Units.GSO Rodeo Holdings Associates LLC is the general partner of GSO Rodeo. GSO Holdings I L.L.C. is the managing member GSO Rodeo Holdings Associates LLC. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C.Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P.Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.Additionally, Harvest Fund Advisors LLC, an indirect subsidiary of Blackstone Holdings I/II GP L.L.C. ("HFA"), is the beneficial owner of 575,735 shares of Class A Common Units, which units are held by funds and accounts managed by HFA in the ordinary course of its business.Each such Reporting Person may be deemed to beneficially own the Class A Common Units beneficially owned by the Blackstone funds or accounts directly or indirectly controlled by it or him, but neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than GSO Rodeo to the extent it directly holds Issuer securities reported herein) is the beneficial owner of the Class A Common Units referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and each of the Reporting Persons (other than GSO Rodeo to the extent it directly holds Issuer securities reported herein) expressly disclaims beneficial ownership of such Class A Common Units.Any beneficial ownership of Class A Common Units by any of the persons listed on Schedule I is set forth on Schedule I attached hereto as Exhibit 99.1.

See Item 5(a) above.

On March 6, 2025, GSO Rodeo entered into repurchase agreement with the Issuer pursuant to which the Issuer agreed to repurchase from GSO Rodeo 3,708,098 Preferred Units at a price of $35.3955 per Preferred Unit. The repurchase closed on March 7, 2025. Except as set forth in this Amendment No. 2, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule I, has effected any transaction in the past 60 days in Class A Common Units.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:ExhibitNo.Description99.1Schedule I - Executive Officers and Directors of Blackstone Inc.