8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 27, 2008

NuStar GP Holdings, LLC

(Exact name of registrant as specified in its charter)

Delaware	001-32940	85-0470977
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2330 North Loop 1604 West San Antonio, Texas	78248
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (210) 918-2000

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Effective August 22, 2006, William B. Burnett, William E. Greehey, and Stan L. McLelland, each an independent director of NuStar GP Holdings, LLC (the “Company”), were each awarded 962 Restricted Units (as defined in the NuStar GP Holdings, LLC Long-Term Incentive Plan (the “Plan”)) pursuant to Non-Employee Director Award Agreements dated August 22, 2006 (the “Award Agreements”). Pursuant to the Award Agreements, the awarded Restricted Units vest in installments as follows: 321 Units on August 22, 2007; 321 Units on August 23, 2008; and 320 Units on August 22, 2009.

On December 22, 2006, affiliates of Valero Energy Corporation sold all of their remaining units representing limited liability company interests in the Company to the public in an underwritten offering (the “Offering”). Under the terms of the Plan, the Offering resulted in a “Change of Control,” as defined in the Plan. The Plan provides that, upon a Change of Control, all outstanding awards of Restricted Units will automatically vest.

On May 27, 2008 and effective as of December 22, 2006, Messrs. Burnett, Greehey and McLelland waived the accelerated vesting of the awarded Restricted Units that would otherwise be caused by the Offering pursuant to the terms of the Plan, and agreed to retain the three-year annual vesting schedule set forth in the Award Agreements (the “Waivers”). Except as described in the preceding sentence, the Waivers apply only with respect to the acceleration of vesting and other rights and benefits that were due to Messrs. Burnett, Greehey and McLelland under the terms of the Plan and the Award Agreements as a result of or in connection with the Offering and do not apply to any further rights or benefits that may be or become due to these individuals pursuant to the Plan as a result any future Change of Control.

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits.
10.01	Form of Waiver to Non-Employee Director Award Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NUSTAR GP HOLDINGS, LLC
Date: May 28, 2008	By:	/s/ Amy L. Perry
	Name:	Amy L. Perry
	Title:	Assistant General Counsel and Assistant Secretary

EXHIBIT INDEX

Number	Exhibit
10.01	Form of Waiver to Non-Employee Director Award Agreement

EX-10.01

Exhibit 10.01

WAIVER

to

Non-Employee Director

AWARD AGREEMENT

This Waiver to Non-Employee Award Agreement (“Waiver”) is entered into by and between                                          (“Participant”) and NuStar GP Holdings, LLC (the “Company”) and is effective as of December 22, 2006 (the “Effective Date”).

WHEREAS, under the NuStar GP Holdings, LLC Long-Term Incentive Plan (the “Plan”) and pursuant to the Non-Employee Director Award Agreement dated August 22, 2006 (the “Award Agreement”), the Company on August 22, 2006 awarded the Participant 962 Restricted Units (as defined in the Plan) (the “Awarded Restricted Units”);

WHEREAS, on December 22, 2006, affiliates of Valero Energy Corporation sold all of their remaining units representing limited liability company interests in the Company to the public in an underwritten offering (the “Offering”), which Offering resulted in a “Change of Control” as defined in the Plan;

WHEREAS, under the Plan, a Change of Control would cause all outstanding Restricted Units to immediately vest;

WHEREAS, with respect to the Awarded Restricted Units, the Participant and the Company desire to (i) waive the accelerated vesting of the Awarded Restricted Units under the Plan that would otherwise be caused by the Offering and (ii) retain the three-year annual vesting schedule set forth in the Award Agreement; and

WHEREAS, the parties hereto desire to enter into this Waiver for the purpose of evidencing their mutual understanding concerning the Awarded Restricted Units.

NOW, THEREFORE, for and in consideration of the foregoing and the benefits expected to be received by the Participant as a result of the Offering, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Waiver of Change of Control. The Participant hereby unconditionally waives any and all rights and benefits he may have under the Plan and the Award Agreement arising or resulting from the Offering and the Change of Control caused thereby under the terms of the Plan including, without limitation, any acceleration of the vesting and the lapse of restrictions applicable to the Awarded Restricted Units.

2. No Continuing Waiver. Notwithstanding any other provision of this Waiver, each of the parties hereby acknowledges and agrees that the waiver contained in Paragraph 1 of this Waiver shall apply only with respect to the acceleration of vesting and other rights and benefits that might otherwise be or become due to the Participant under the terms of the Plan and the Award Agreement as a result of or in connection with the Offering and shall not apply to any further rights or benefits that might hereafter be or become due to the Participant pursuant to the Plan and Award Agreement as a result of or in connection with any future Change of Control.

Executed to be effective as of the Effective Date.

NUSTAR GP HOLDINGS, LLC

By:

Name:

Title:

PARTICIPANT