X0202 4 2006-02-15 0001246263 MAGELLAN MIDSTREAM HOLDINGS LP MGG 0001354120 Carlyle Investment Management LLC 1001 PENNSYLVANIA AVENUE, N.W. WASHINGTON DC 20004-2505 0 0 1 0 0000933790 TC GROUP LLC 1001 PENNSYLVANIA AVENUE, N.W. WASHINGTON DC 20004-2505 0 0 1 0 0001022596 TCG HOLDINGS LLC 1001 PENNSYLVANIA AVENUE, N.W. WASHINGTON DC 20004-2505 0 0 1 0 Common Units representing limited partner interests 2006-02-15 4 M 0 40646551 0 A 40646551 I Held through subsidiaries Common Units representing limited partner interests 2007-04-03 4 S 0 23305358 24.50 D 17341193 I Held through subsidiaries Common Units representing limited partner interests 2007-09-05 4 S 0 8500000 26.61 D 8841193 I Held through subsidiaries Common Units representing limited partner interests 2008-01-01 4 J 0 8841193 D 0 I N/A Limited partner interests 2006-02-15 4 M 0 0 0 D 2006-02-15 2006-02-15 Common Units representing limited partner interests 40646551 0 I Held through subsidiaries 47.1% of these limited partner interests are indirectly and partially owned by Carlyle Investment Management L.L.C., which is a member of a "group" for purposes of Section 13(d) of the Exchange Act including TC Group, L.L.C. and TCG Holdings, L.L.C., as well as other entities not jointly filing on this Form 4. The joint filers are jointly filing this Form 4 and information regarding the joint filers other than Carlyle Investment Management L.L.C. is set forth on Exhibit 99 attached to this Form 4. Carlyle Investment Management L.L.C., TC Group, L.L.C. and TCG Holdings, L.L.C. disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests 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. Not applicable. The limited partner interests were converted, on a one-to-one basis, to common units representing limited partner interests in connection with the initial public offering of the issuer. Carlyle Investment Management L.L.C. indirectly owns 47.1% of the limited partner interests held by the group, or 4,164,202 shares. On January 1, 2008 the pecuniary interest in these securities was transferred for no consideration to entities not controlled by the reporting persons. Daniel A. D'Aniello, Managing Director 2008-03-13