SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MADISON DEARBORN CAPITAL PARTNERS IV LP (Last) (First) (Middle) 70 W. MADISON STREET, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MAGELLAN MIDSTREAM HOLDINGS LP [ MGG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/20/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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
Common Units representing limited partner interests	03/20/2009		J(1)(2)		4,168,133	D	$0	0	D(1)(2)
Common Units representing limited partner interests	03/20/2009		J(3)		101,739	D	$0	839,409	D
Common Units representing limited partner interests	03/25/2009		S(4)		200,000	D	$18.13	639,409	D
Common Units representing limited partner interests	03/26/2009		S(5)		200,000	D	$17.95	439,409	D
Common Units representing limited partner interests	03/27/2009		S(6)		180,700	D	$17.67	258,709	D

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* MADISON DEARBORN CAPITAL PARTNERS IV LP (Last) (First) (Middle) 70 W. MADISON STREET, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MADISON DEARBORN PARTNERS IV LP (Last) (First) (Middle) 70 W. MADISON STREET, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Prior to December 4, 2008, 8,841,193 common units of the Issuer ("Common Units") were owned directly by MGG Midstream Holdings, L.P. ("MGG MH"), which was a member of a "group" (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that included, among other entities, Madison Dearborn Capital Partners IV, L.P. ("MDCP IV"), Madison Dearborn Partners IV, L.P. ("MDP IV") and Madison Dearborn Partners, LLC ("MDP LLC"). Members of this group filed joint Form 4s with the Securities and Exchange Commission. On December 4, 2008, as described in a Form 4 filed by MGG MH with the Securities and Exchange Commission, MGG MH distributed all of the Common Units owned by it to its general partner and limited partners on a pro rata basis, and its general partner in turn distributed the Common Units received in such distribution to its members on a pro rata basis. (Continue to footnote 2)

2. As a result of these distributions, MDCP IV became the direct owner of 4,168,133 Common Units. On March 20, 2009, MDCP IV distributed all of the Common Units owned by it to its general partner and limited partners on a pro rata basis. As a result of this distribution, MDCP IV no longer owns any Common Units (nor does it have any pecuniary interest in any Common Units reported on this Form 4). MDCP IV and MDP IV are jointly filing this Form 4. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose. Patrick C. Eilers, a limited partner of MDP IV, is a director of the Issuer.

3. On March 20, 2009, MDP IV (the general partner of MDCP IV) became the direct owner of 941,148 Common Units as a result of the distribution described in Footnote (2) above. Following such distribution, MDP IV further distributed 101,739 Common Units to its general partner and limited partners on a pro rata basis and MDP IV retained 839,409 Common Units. A limited partner committee of MDP IV composed of John A. Canning, Paul J. Finnegan and Samuel M. Mencoff has the power, acting by majority vote, to vote or dispose of the Common Units directly held by MDP IV. Messrs. Canning, Finnegan and Mencoff each hereby disclaims any beneficial ownership of any Common Units over which MDP IV has voting and dispositive power. Due to this limited partner committee of MDP IV, MDP LLC no longer reports beneficial ownership of Common Units which may be deemed to be beneficially owned by it.

4. Reflects sales pursuant to a 10b5-1 trading plan. The sales were executed at different prices from $17.78 to $18.53, with an average sale price of $18.13.

5. Reflects sales pursuant to a 10b5-1 trading plan. The sales were executed at different prices from $17.77 to $18.31, with an average sale price of $17.95.

6. Reflects sales pursuant to a 10b5-1 trading plan. The sales were executed at different prices from $17.42 to $17.97, with an average sale price of $17.67.

	/s/ Mark B. Tresnowski, Managing Director and General Counsel, Madison Dearborn Partners, LLC, General Partner for Madison Dearborn Partners IV, L.P., General Partner for Madison Dearborn Capital Partners IV, L.P.	03/27/2009
	/s/ Mark B. Tresnowski, Managing Director and General Counsel, Madison Dearborn Partners, LLC, General Partner for Madison Dearborn Partners IV, L.P.	03/27/2009
	** Signature of Reporting Person	Date
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