| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0104 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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1. Name and Address of Reporting Person*
| FIVE TEK PARK, 9999 HAMILTON BOULEVARD | |
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2009 | 3. Issuer Name and Ticker or Trading Symbol
Buckeye GP Holdings L.P.
[BGH]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)| X | Director | | 10% Owner | | Officer (give title below) | | Other (specify below) | |
| 5. If Amendment, Date of Original Filed (Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X | Form filed by One Reporting Person | | Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
| 2.
Amount of Securities Owned (Instr.
4)
| 3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
| 4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year)
| 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Excercise Price of Derivative Security
| 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
| 6. Nature of Indirect Beneficial Ownership (Instr. 5)
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|---|
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
|---|
| Explanation of Responses: |
| No securities are beneficially owned |
Remarks:
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| /s/Todd J. Russo, as attorney-in-fact for Martin A. White | 05/05/2009 |
| ** 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 5(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. |
Exhibit 24
MAINLINE MANAGEMENT LLC
POWER OF ATTORNEY
For Executing Forms 3, 4 and 5
Know all by these present, that the undersigned hereby
constitutes and appoints each of William H. Schmidt, Jr.,
Todd J. Russo, and Daniel J. Coughlin, individually, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Forms 3,
4, and 5 (including amendments thereto) in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and
the rules thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned that may be necessary or desirable to
complete and execute any such Form 3, 4, or 5, complete and
execute any amendment or amendments thereto, file such Form
with the United States Securities and Exchange Commission
and any stock exchange or similar authority, and provide a
copy as required by law or advisable to such persons as the
attorney-in-fact deems appropriate;
(3) take any other action of any type whatsoever in
connection with the foregoing that, in the opinion of the
attorney-in-fact, may be of benefit to, in the best
interest of, or legally required of the undersigned, it
being understood that the documents executed by the
attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact
may approve in the attorney-in-fact's discretion; and
(4) resign as attorney-in-fact and appoint, as a
replacement attorney-in-fact, any employee of Buckeye Pipe
Line Services Company at the time of such resignation;
provided that such resigning and replacement attorneys-in-
fact shall send notice to the undersigned of any such
replacement.
The undersigned hereby grants to each such attorney-
in-fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes
as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby
ratifying and confirming all that the attorney-in-fact, or
any replacement attorney-in-fact, shall lawfully do or
cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, and any
replacement attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is
Buckeye GP Holdings L.P., MainLine Management LLC, or any
of their affiliates assuming, any of the undersigned's
responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file
Forms 3, 4 and 5 with respect to the undersigned's holdings
of and transactions in securities issued by Buckeye GP
Holdings L.P., unless earlier revoked by the undersigned in
a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of the date written below.
/s/Martin A. White
(signature)
Print Name: Martin A. White
Date: 04/21/09