0001209191-19-054854.txt : 20191104 0001209191-19-054854.hdr.sgml : 20191104 20191104153809 ACCESSION NUMBER: 0001209191-19-054854 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191101 FILED AS OF DATE: 20191104 DATE AS OF CHANGE: 20191104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUSSO TODD J CENTRAL INDEX KEY: 0001570467 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09356 FILM NUMBER: 191189553 MAIL ADDRESS: STREET 1: FIVE TEK PARK STREET 2: 9999 HAMILTON BOULEVARD CITY: BREINIGSVILLE STATE: PA ZIP: 18031 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BUCKEYE PARTNERS, L.P. CENTRAL INDEX KEY: 0000805022 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 232432497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE GREENWAY PLAZA STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 8326158600 MAIL ADDRESS: STREET 1: ONE GREENWAY PLAZA STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: BUCKEYE PARTNERS L P DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-11-01 1 0000805022 BUCKEYE PARTNERS, L.P. BPL 0001570467 RUSSO TODD J ONE GREENWAY PLAZA SUITE 600 HOUSTON TX 77046 0 1 0 0 SVP and General Counsel Limited Partner Units 2019-11-01 4 D 0 3092 41.50 D 0 D Phantom Units 2019-11-01 4 D 0 8441 41.50 D Limited Partner Units 8441 0 D Phantom Units 2019-11-01 4 D 0 5729 41.50 D Limited Partner Units 5729 0 D Phantom Units 2019-11-01 4 D 0 4253 41.50 D Limited Partner Units 4253 0 D Phantom Units 2019-11-01 4 D 0 4164 41.50 D Limited Partner Units 4164 0 D Phantom Units 2019-11-01 4 D 0 4164 41.50 D Limited Partner Units 4164 0 D Phantom Units 2019-11-01 4 D 0 3136 41.50 D Limited Partner Units 3136 0 D Phantom Units 2019-11-01 4 D 0 3136 41.50 D Limited Partner Units 3136 0 D Phantom Units 2019-11-01 4 D 0 3027 41.50 D Limited Partner Units 3027 0 D Phantom Units 2019-11-01 4 D 0 3027 41.50 D Limited Partner Units 3027 0 D Performance Units 2019-11-01 4 A 0 16883 43.75 A Limited Partner Units 16883 16883 D Performance Units 2019-11-01 4 D 0 16883 43.75 D Limited Partner Units 16883 0 D Performance Units 2019-11-01 4 A 0 11457 48.29 A Limited Partner Units 11457 11457 D Performance Units 2019-11-01 4 D 0 11457 48.29 D Limited Partner Units 11457 0 D Performance Units 2019-11-01 4 A 0 8504 53.30 A Limited Partner Units 8504 8504 D Performance Units 2019-11-01 4 D 0 8504 53.30 D Limited Partner Units 8504 0 D On November 1, 2019, affiliates of IFM Global Infrastructure Fund ("IFM") acquired Buckeye Partners, L.P. ("BPL") pursuant to that certain Agreement and Plan of Merger, dated as of May 10, 2019, among BPL, Hercules Intermediate Holdings LLC, a Delaware limited liability company and a wholly owned subsidiary of IFM, Hercules Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of IFM ("Merger Sub"), Buckeye Pipe Line Services Company, a Pennsylvania corporation, and Buckeye GP LLC, a Delaware limited liability company (the "Merger Agreement"). In accordance with the Merger Agreement, BPL will merge with and into Merger Sub (the "Merger") with BPL surviving the Merger as a wholly owned subsidiary of IFM. At the effective time of the Merger, each outstanding limited partnership unit representing limited partner interests in BPL was converted into the right to receive $41.50 in cash, without interest. Pursuant to the Merger Agreement, on November 1, 2019, these phantom units were cancelled in exchange for a cash payment of $41.50 per unit, without interest. Each phantom unit is the economic equivalent of one limited partner unit of BPL. On February 5, 2019, the Reporting Person was granted 16,883 performance units ("Performance Units"). Pursuant to the Merger Agreement, these Performance Units were cancelled in exchange for a cash payment of $41.50 per unit, without interest, plus the value of accumulated but unpaid distribution equivalent rights with respect to such unit as of November 1, 2019. On February 6, 2018, the Reporting Person was granted 11,457 performance units ("Performance Units"). Pursuant to the Merger Agreement, these Performance Units were cancelled in exchange for a cash payment of $41.50 per unit, without interest, plus the value of accumulated but unpaid distribution equivalent rights with respect to such unit as of November 1, 2019. On February 7, 2017, the Reporting Person was granted 8,504 performance units ("Performance Units"). Pursuant to the Merger Agreement, these Performance Units were cancelled in exchange for a cash payment of $41.50 per unit, without interest, plus the value of accumulated but unpaid distribution equivalent rights with respect to such unit as of November 1, 2019. /s/ Todd J. Russo 2019-11-04