FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Shapiro John A   2. Issuer Name and Ticker or Trading Symbol Blueknight Energy Partners, L.P. [BKEP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6120 SOUTH YALE AVENUE, SUITE 500 3. Date of Earliest Transaction (Month/Day/Year) 10/26/2011 (Street) TULSA, OK 74136 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Subscription Rights

$ 6.5

10/26/2011

X

2,975

10/01/2011

10/31/2011

Series A Preferred Units

2,975

$ 0

0

D

Series A Preferred Units

$ 6.5

10/26/2011

X

2,975 (1) (2)

09/29/2011

(3)

Common Units

2,975

$ 6.5

2,975

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Shapiro John A 6120 SOUTH YALE AVENUE SUITE 500 TULSA, OK 74136	X

Signatures

/s/ John A. Shapiro		03/09/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents Series A Preferred Units that were received, after the close of the rights offering, from the exercise of subscription rights. Mr. Shapiro's exercise of such subscription rights entitled him to receive 2,706 Series A Preferred Units. Mr. Shapiro elected to exercise the over-subscription privilege associated with his exercised rights. The pro-rata calculations related to over-subscription rights were not made by the subscription agent until after the close of the rights offering on October 31, 2011. Accordingly, on November 11, 2011, Mr. Shapiro was informed that he received an additional 269 Series A Preferred Units in respect of the fulfillment of the over-subscription rights exercised by Mr. Shapiro in the rights offering.
(2)	The Series A Preferred Units are convertible into common units. The terms of the Series A Preferred Units are more fully described in BKEP's Form 8-A filed on September 27, 2011.
(3)	Not applicable.
Remarks: Mr. Shapiro is a director of Blueknight Energy Partners G.P., L.L.C., the general partner of Blueknight Energy Partners, L.P.

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