0001209191-19-055153.txt : 20191105 0001209191-19-055153.hdr.sgml : 20191105 20191105144840 ACCESSION NUMBER: 0001209191-19-055153 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190528 FILED AS OF DATE: 20191105 DATE AS OF CHANGE: 20191105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Malecky Robert A CENTRAL INDEX KEY: 0001421495 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09356 FILM NUMBER: 191192902 MAIL ADDRESS: STREET 1: 9999 HAMILTON BLVD STREET 2: FIVE TEK PARK 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 2019-05-28 1 0000805022 BUCKEYE PARTNERS, L.P. BPL 0001421495 Malecky Robert A ONE GREENWAY PLAZA SUITE 600 HOUSTON TX 77046 0 1 0 0 EVP Limited Partner Units 2019-05-28 4 P 0 538.2 40.90 A 109302.2 D Limited Partner Units 2019-08-19 4 P 0 544.2 41.19 A 109846.4 D Limited Partner Units 2019-11-01 4 D 0 109846.4 41.50 D 0 D Phantom Units 2019-11-01 4 D 0 11957 41.50 D Limited Partner Units 11957 0 D Phantom Units 2019-11-01 4 D 0 7098 41.50 D Limited Partner Units 7098 0 D Phantom Units 2019-11-01 4 D 0 7098 41.50 D Limited Partner Units 7098 0 D Phantom Units 2019-11-01 4 D 0 7002 41.50 D Limited Partner Units 7002 0 D Phantom Units 2019-11-01 4 D 0 5876 41.50 D Limited Partner Units 5876 0 D Phantom Units 2019-11-01 4 D 0 5876 41.50 D Limited Partner Units 5876 0 D Phantom Units 2019-11-01 4 D 0 5345 41.50 D Limited Partner Units 5345 0 D Phantom Units 2019-11-01 4 D 0 5345 41.50 D Limited Partner Units 5345 0 D Phantom Units 2019-11-01 4 D 0 5198 41.50 D Limited Partner Units 5198 0 D Performance Units 2019-11-01 4 A 0 23915 43.75 A Limited Partner Units 23915 23915 D Performance Units 2019-11-01 4 D 0 23915 43.75 D Limited Partner Units 23915 0 D Performance Units 2019-11-01 4 A 0 14003 48.29 A Limited Partner Units 14003 14003 D Performance Units 2019-11-01 4 D 0 14003 48.29 D Limited Partner Units 14003 0 D Performance Units 2019-11-01 4 A 0 10394 53.30 A Limited Partner Units 10394 10394 D Performance Units 2019-11-01 4 D 0 10394 53.30 D Limited Partner Units 10394 0 D These Limited Partner Units were inadvertently purchased by the reporting person's broker for the purpose of reinvesting distributions and were not matchable against the subsequent sale on November 1, 2019 because the sale was exempt from Section 16(b) pursuant to Rule 16b-3(e) by virtue of having been approved by a committee of the board of directors composed solely of two or more non-employee directors. 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 23,915 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 14,003 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 10,394 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, as attorney-in-fact for Robert A. Malecky 2019-11-05