MGG Magellan Midstream Hldgs Lp

CUSIP No. 55907R108

1.

Names of Reporting Persons
Lehman Brothers Holdings Inc.
13-3216325

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
6,674,008 (1)

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power
6,674,008 (1)

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,674,008 (1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
10.7% (2)

12.

Type of Reporting Person (See Instructions)
HC/CO

CUSIP No. 55907R108

1.

Names of Reporting Persons
Lehman Brothers Inc.
13-2518466

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
6,674,008 (1)

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power
6,674,008 (1)

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,674,008 (1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
10.7% (2)

12.

Type of Reporting Person (See Instructions)
BD/CO

CUSIP No. 55907R108

1.

Names of Reporting Persons
LB I Group Inc.
13-2741778

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,090,408 (1)

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power
1,090,408 (1)

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,090,408 (1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
1.7% (2)

12.

Type of Reporting Person (See Instructions)
CO

CUSIP No. 55907R108

1.

Names of Reporting Persons
Lehman Brothers MLP Opportunity Associates LLC
20-8727524

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,131,225 (1)

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power
3,131,225 (1)

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,131,225 (1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
5.0% (2)

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. 55907R108

1.

Names of Reporting Persons
Lehman Brothers MLP Opportunity Associates LP
20-8727697

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,131,225 (1)

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power
3,131,225 (1)

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,131,225 (1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
5.0% (2)

12.

Type of Reporting Person (See Instructions)
PN

CUSIP No. 55907R108

1.

Names of Reporting Persons
Lehman Brothers MLP Opportunity Fund LP
20-8727922

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,131,225 (1)

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power
3,131,225 (1)

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,131,225 (1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
5.0% (2)

12.

Type of Reporting Person (See Instructions)
PN

CUSIP No. 55907R108

1.

Names of Reporting Persons
Lehman Brothers MLP Associates, L.P.
20-4916814

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,090,408 (1)

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power
1,090,408 (1)

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,090,408 (1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
1.7% (2)

12.

Type of Reporting Person (See Instructions)
PN

CUSIP No. 55907R108

1.

Names of Reporting Persons
Lehman Brothers MLP Partners, LP
20-4916839

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,090,408 (1)

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power
1,090,408 (1)

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,090,408 (1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
1.7% (2)

12.

Type of Reporting Person (See Instructions)
PN

Item 1.

(a)

Name of Issuer
Magellan Midstream Holdings, L.P.

(b)

Address of Issuer’s Principal Executive Offices
One Williams Center
P.O. Box 22186
Tulsa, OK 74121-2186

Item 2.

(a)

Name of Person Filing
Lehman Brothers Holdings Inc.

Lehman Brothers Inc.

LB I Group Inc.

Lehman Brothers MLP Opportunity Associates LLC

Lehman Brothers MLP Opportunity Associates LP

Lehman Brothers MLP Opportunity Fund LP

Lehman Brothers MLP Associates, L.P.

Lehman Brothers MLP Partners, LP

(b)

Address of Principal Business Office or, if none, Residence

Lehman Brothers Holdings Inc.

745 Seventh Avenue

New York, New York 10019

Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019

LB I Group Inc.

399 Park Avenue

New York, New York 10022

Lehman Brothers MLP Opportunity Associates LLC

399 Park Avenue

New York, New York 10022

Lehman Brothers MLP Opportunity Associates LP

399 Park Avenue

New York, New York 10022

Lehman Brothers MLP Opportunity Fund LP

399 Park Avenue

New York, New York 10022

Lehman Brothers MLP Associates, L.P.

399 Park Avenue

New York, New York 10022

Lehman Brothers MLP Partners, LP

399 Park Avenue

New York, New York 10022

(c)

Citizenship
Lehman Brothers Holdings Inc. (“Holdings”) is a corporation organized under the laws of the State of Delaware.

Lehman Brothers Inc. (“LBI”) is a corporation organized under the laws of the State of Delaware.

LB I Group Inc. (“LB I Group”) is a corporation organized under the laws of the State of Delaware.

Lehman Brothers MLP Opportunity Associates LLC (“MLP Opport. Assoc LLC”) is a limited liability company formed under the laws of the State of Delaware.

Lehman Brothers MLP Opportunity Associates LP (“MLP Opport. Assoc LP”) is a limited partnership formed under the laws of the State of Delaware.

Lehman Brothers MLP Opportunity Fund LP

(“MLP Opport. Fund”) is a limited partnership formed under the laws of the State of Delaware.

Lehman Brothers MLP Associates, L.P. (“MLP Assoc LP”) is a limited partnership formed under the laws of the State of Delaware.

Lehman Brothers MLP Partners, LP

(“MLP Partners”) is a limited partnership formed under the laws of the State of Delaware.

(d)

Title of Class of Securities
Common Units

(e)

CUSIP Number
55907R108

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

See Item 9 of cover pages.

(b)

Percent of class:   

See Item 11 of cover pages.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

(ii)

Shared power to vote or to direct the vote    

(iii)

Sole power to dispose or to direct the disposition of   

(iv)

Shared power to dispose or to direct the disposition of   

See Items 5-8 of cover pages.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o .

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

LBI is the actual owner of 2,452,375 Common Units reported herein.  LBI, a broker-dealer registered under Section 15 of the  Act, is a wholly-owned subsidiary of Holdings.

Under the rules and regulations of the Securities and Exchange Commission, Holdings may be deemed to be the beneficial owner of the Common Units owned by LBI.

MLP Opport. Fund is the actual owner of 3,131,225 Common Units reported herein.  MLP Assoc LP is the general partner of LB MLP Opport. Fund. MLP Opport. Assoc LLC is the general partner of MLP Opport. Assoc LP and is wholly-owned by Holdings.

Under the rules and regulations of the Securities and Exchange Commission, MLP Opport. Assoc LP, MLP Opport. Assoc LLC and Holdings may be deemed to be the beneficial owners of the Common Units owned by MLP Opport. Fund.

MLP Partners is the actual owner of 1,090,408 Common Units reported herein.  MLP Assoc LP is the general partner of MLP Partners.  LB I Group is the general partner of MLP Assoc LP and is wholly-owned by LBI which is wholly-owned by Holdings.

Under the rules and regulations of the Securities and Exchange Commission, MLP Assoc LP, LB I Group, LBI and Holdings may be deemed to be the beneficial owners of the Common Units owned by MLP Partners.

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

o

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

x

By signing below I hereby certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

LEHMAN BROTHERS HOLDINGS INC.

By:

 /s/ Barrett S. DiPaolo

 Name:

Barrett S. DiPaolo

 Title:

Vice President

LEHMAN BROTHERS INC.

By:

 /s/ Barrett S. DiPaolo

 Name:

Barrett S. DiPaolo

 Title:

Senior Vice President

LB I GROUP INC.

By:

 /s/ Barrett S. DiPaolo

 Name:

Barrett S. DiPaolo

 Title:

Authorized Signatory

LEHMAN BROTHERS MLP
OPPORTUNITY ASSOCIATES LLC

By:

 /s/ Barrett S. DiPaolo

 Name:

Barrett S. DiPaolo

 Title:

Authorized Signatory

LEHMAN BROTHERS MLP
OPPORTUNITY ASSOCIATES LP

By:

 /s/ Barrett S. DiPaolo

 Name:

Barrett S. DiPaolo

 Title:

Authorized Signatory

LEHMAN BROTHERS MLP
OPPORTUNITY FUND LP

By:

 /s/ Barrett S. DiPaolo

 Name:

Barrett S. DiPaolo

 Title:

Authorized Signatory

LEHMAN BROTHERS MLP
ASSOCIATES, L.P.

By:

 /s/ Barrett S. DiPaolo

 Name:

Barrett S. DiPaolo

 Title:

Authorized Signatory

LEHMAN BROTHERS MLP PARTNERS
LP

By:

 /s/ Barrett S. DiPaolo

 Name:

Barrett S. DiPaolo

 Title:

Authorized Signatory

LEHMAN BROTHERS HOLDINGS INC.

By:

 /s/ Barrett S. DiPaolo

 Name:

Barrett S. DiPaolo

 Title:

Vice President

LEHMAN BROTHERS INC.

By:

 /s/ Barrett S. DiPaolo

 Name:

Barrett S. DiPaolo

 Title:

Senior Vice President

LB I GROUP INC.

By:

 /s/ Barrett S. DiPaolo

 Name:

Barrett S. DiPaolo

 Title:

Authorized Signatory

LEHMAN BROTHERS MLP
OPPORTUNITY ASSOCIATES LLC

By:

 /s/ Barrett S. DiPaolo

 Name:

Barrett S. DiPaolo

 Title:

Authorized Signatory

LEHMAN BROTHERS MLP
OPPORTUNITY ASSOCIATES LP

By:

 /s/ Barrett S. DiPaolo

 Name:

Barrett S. DiPaolo

 Title:

Authorized Signatory

LEHMAN BROTHERS MLP
OPPORTUNITY FUND LP

By:

 /s/ Barrett S. DiPaolo

 Name:

Barrett S. DiPaolo

 Title:

Authorized Signatory

LEHMAN BROTHERS MLP
ASSOCIATES, L.P.

By:

 /s/ Barrett S. DiPaolo

 Name:

Barrett S. DiPaolo

 Title:

Authorized Signatory

LEHMAN BROTHERS MLP PARTNERS
LP

By:

 /s/ Barrett S. DiPaolo

 Name:

Barrett S. DiPaolo

 Title:

Authorized Signatory