BPL Buckeye Partners LP

[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * St Clair Keith	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) EVP and CFO
(Last)          (First)          (Middle) ONE GREENWAY PLAZA, SUITE 600	3. Date of Earliest Transaction (MM/DD/YYYY) 11/1/2019
(Street) HOUSTON, TX 77046 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Limited Partner Units	11/1/2019		D		134715	D	$41.50 (1)	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Phantom Units	(2)	11/1/2019		D			13637	(2)	(2)	Limited Partner Units	13637	$41.50 (2)	0	D
Phantom Units	(2)	11/1/2019		D			9389	(2)	(2)	Limited Partner Units	9389	$41.50 (2)	0	D
Phantom Units	(2)	11/1/2019		D			6970	(2)	(2)	Limited Partner Units	6970	$41.50 (2)	0	D
Phantom Units	(2)	11/1/2019		D			6514	(2)	(2)	Limited Partner Units	6514	$41.50 (2)	0	D
Phantom Units	(2)	11/1/2019		D			6514	(2)	(2)	Limited Partner Units	6514	$41.50 (2)	0	D
Phantom Units	(2)	11/1/2019		D			5955	(2)	(2)	Limited Partner Units	5955	$41.50 (2)	0	D
Phantom Units	(2)	11/1/2019		D			5955	(2)	(2)	Limited Partner Units	5955	$41.50 (2)	0	D
Phantom Units	(2)	11/1/2019		D			5876	(2)	(2)	Limited Partner Units	5876	$41.50 (2)	0	D
Phantom Units	(2)	11/1/2019		D			5876	(2)	(2)	Limited Partner Units	5876	$41.50 (2)	0	D
Performance Units	(3)	11/1/2019		A		27274		(3)	(3)	Limited Partner Units	27274	$43.75 (3)	27274	D
Performance Units	(3)	11/1/2019		D			27274	(3)	(3)	Limited Partner Units	27274	$43.75 (3)	0	D
Performance Units	(4)	11/1/2019		A		18776		(4)	(4)	Limited Partner Units	18776	$48.29 (4)	18776	D
Performance Units	(4)	11/1/2019		D			18776	(4)	(4)	Limited Partner Units	18776	$48.29 (4)	0	D
Performance Units	(5)	11/1/2019		A		13938		(5)	(5)	Limited Partner Units	13938	$53.30 (5)	13938	D
Performance Units	(5)	11/1/2019		D			13938	(5)	(5)	Limited Partner Units	13938	$53.30 (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 27,274 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 18,776 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 13,938 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
St Clair Keith ONE GREENWAY PLAZA SUITE 600 HOUSTON, TX 77046			EVP and CFO

Signatures
/s/ Todd J. Russo, as attorney-in-fact for Keith E. St.Clair		11/4/2019
**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).
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