Mark S Esselman Form 4 BUCKEYE PARTNERS / MARK S ESSELMAN ownership change

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

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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^*

ESSELMAN MARK S

(Last)

(First)

(Middle)

ONE GREENWAY PLAZA

SUITE 600

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BUCKEYE PARTNERS, L.P. [ BPL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Global Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Limited Partner Units	11/01/2019		D		50,579	D	$41.5⁽¹⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Units	⁽²⁾	11/01/2019		D			5,563	⁽²⁾	⁽²⁾	Limited Partner Units	5,563	$41.5⁽²⁾	0	D
Phantom Units	⁽²⁾	11/01/2019		D			4,265	⁽²⁾	⁽²⁾	Limited Partner Units	4,265	$41.5⁽²⁾	0	D
Phantom Units	⁽²⁾	11/01/2019		D			3,309	⁽²⁾	⁽²⁾	Limited Partner Units	3,309	$41.5⁽²⁾	0	D
Phantom Units	⁽²⁾	11/01/2019		D			3,309	⁽²⁾	⁽²⁾	Limited Partner Units	3,309	$41.5⁽²⁾	0	D
Phantom Units	⁽²⁾	11/01/2019		D			3,166	⁽²⁾	⁽²⁾	Limited Partner Units	3,166	$41.5⁽²⁾	0	D
Phantom Units	⁽²⁾	11/01/2019		D			2,648	⁽²⁾	⁽²⁾	Limited Partner Units	2,648	$41.5⁽²⁾	0	D
Phantom Units	⁽²⁾	11/01/2019		D			2,648	⁽²⁾	⁽²⁾	Limited Partner Units	2,648	$41.5⁽²⁾	0	D
Phantom Units	⁽²⁾	11/01/2019		D			2,564	⁽²⁾	⁽²⁾	Limited Partner Units	2,564	$41.5⁽²⁾	0	D
Phantom Units	⁽²⁾	11/01/2019		D			2,564	⁽²⁾	⁽²⁾	Limited Partner Units	2,564	$41.5⁽²⁾	0	D
Performance Units	⁽³⁾	11/01/2019		A		11,127		⁽³⁾	⁽³⁾	Limited Partner Units	11,127	$43.75⁽³⁾	11,127	D
Performance Units	⁽³⁾	11/01/2019		D			11,127	⁽³⁾	⁽³⁾	Limited Partner Units	11,127	$43.75⁽³⁾	0	D
Performance Units	⁽⁴⁾	11/01/2019		A		8,529		⁽⁴⁾	⁽⁴⁾	Limited Partner Units	8,529	$48.29⁽⁴⁾	8,529	D
Performance Units	⁽⁴⁾	11/01/2019		D			8,529	⁽⁴⁾	⁽⁴⁾	Limited Partner Units	8,529	$48.29⁽⁴⁾	0	D
Performance Units	⁽⁵⁾	11/01/2019		A		6,331		⁽⁵⁾	⁽⁵⁾	Limited Partner Units	6,331	$53.3⁽⁵⁾	6,331	D
Performance Units	⁽⁵⁾	11/01/2019		D			6,331	⁽⁵⁾	⁽⁵⁾	Limited Partner Units	6,331	$53.3⁽⁵⁾	0	D

Explanation of Responses:

1. 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.

2. 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.

3. On February 5, 2019, the Reporting Person was granted 11,127 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.

4. On February 6, 2018, the Reporting Person was granted 8,529 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.

5. On February 7, 2017, the Reporting Person was granted 6,331 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.

Remarks:

	/s/ Todd J. Russo, as attorney-in-fact for Mark S. Esselman	11/04/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Mark S Esselman Form 4BUCKEYE PARTNERS / MARK S ESSELMAN ownership change