Statement of Changes in Beneficial Ownership (4)

FORM 4

[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 * Smith Clark C.	2. Issuer Name and Ticker or Trading Symbol BUCKEYE PARTNERS, L.P. [ BPL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chair, CEO and President
(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		199293	D	$41.50 (1)	0	D
Limited Partner Units	11/1/2019		D		15293	D	$41.50 (1)	0 (2)	I	Trust for son

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	(3)	11/1/2019		D			49413	(3)	(3)	Limited Partner Units	49413	$41.50 (3)	0	D
Phantom Units	(3)	11/1/2019		D			31825	(3)	(3)	Limited Partner Units	31825	$41.50 (3)	0	D
Phantom Units	(3)	11/1/2019		D			23624	(3)	(3)	Limited Partner Units	23624	$41.50 (3)	0	D
Phantom Units	(3)	11/1/2019		D			11493	(3)	(3)	Limited Partner Units	11493	$41.50 (3)	0	D
Phantom Units	(3)	11/1/2019		D			11493	(3)	(3)	Limited Partner Units	11493	$41.50 (3)	0	D
Phantom Units	(3)	11/1/2019		D			11386	(3)	(3)	Limited Partner Units	11386	$41.50 (3)	0	D
Phantom Units	(3)	11/1/2019		D			11386	(3)	(3)	Limited Partner Units	11386	$41.50 (3)	0	D
Phantom Units	(3)	11/1/2019		D			11210	(3)	(3)	Limited Partner Units	11210	$41.50 (3)	0	D
Phantom Units	(3)	11/1/2019		D			11210	(3)	(3)	Limited Partner Units	11210	$41.50 (3)	0	D
Performance Units	(4)	11/1/2019		A		98827		(4)	(4)	Limited Partner Units	98827	$43.75 (4)	98827	D
Performance Units	(4)	11/1/2019		D			98827	(4)	(4)	Limited Partner Units	98827	$43.75 (4)	0	D
Performance Units	(5)	11/1/2019		A		63650		(5)	(5)	Limited Partner Units	63650	$48.29 (5)	63650	D
Performance Units	(5)	11/1/2019		D			63650	(5)	(5)	Limited Partner Units	63650	$48.29 (5)	0	D
Performance Units	(6)	11/1/2019		A		47248		(6)	(6)	Limited Partner Units	47248	$53.30 (6)	47248	D
Performance Units	(6)	11/1/2019		D			47248	(6)	(6)	Limited Partner Units	47248	$53.30 (6)	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)	The Reporting Person disclaims beneficial ownership of these securities because the Reporting Person is not the trustee of the trust and does not exercise any control over the trustee or derive any economic benefit from the securities. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
(3)	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.
(4)	On February 5, 2019, the Reporting Person was granted 98,827 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 6, 2018, the Reporting Person was granted 63,650 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.
(6)	On February 7, 2017, the Reporting Person was granted 47,248 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
Smith Clark C. ONE GREENWAY PLAZA SUITE 600 HOUSTON, TX 77046	X		Chair, CEO and President

Signatures
/s/ Todd J. Russo, as attorney-in-fact for Clark C. Smith		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).
**	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 control number.

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