0001104659-16-096581.txt : 20160212 0001104659-16-096581.hdr.sgml : 20160212 20160212160222 ACCESSION NUMBER: 0001104659-16-096581 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 GROUP MEMBERS: BALLENGEE HOLDINGS, LLC GROUP MEMBERS: JAMES H. BALLENGEE GROUP MEMBERS: JAMEX MARKETING, LLC GROUP MEMBERS: JAMEX UNITHOLDER, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS PARTNERS L P CENTRAL INDEX KEY: 0000922358 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 431698480 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43917 FILM NUMBER: 161418778 BUSINESS ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 816-792-1600 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA STREET 2: MAILDROP #24 CITY: LIBERTY STATE: MO ZIP: 64068 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Jamex, LLC CENTRAL INDEX KEY: 0001646367 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2009 CHENAULT DRIVE STREET 2: SUITE 100 CITY: CARROLLTON STATE: TX ZIP: 75006 BUSINESS PHONE: (214) 722-6960 MAIL ADDRESS: STREET 1: 2009 CHENAULT DRIVE STREET 2: SUITE 100 CITY: CARROLLTON STATE: TX ZIP: 75006 SC 13G/A 1 a16-4268_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

FERRELLGAS PARTNERS, L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

315293100

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 315293100

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Jamex, LLC

 

 

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
0

 

6

Shared Voting Power
6,479,392

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
6,479,392

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,479,392

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not applicable

 

 

11

Percent of Class Represented by Amount in Row (9)
6.6%

 

 

12

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 

2


 

CUSIP No. 315293100

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Jamex Unitholder, LLC

 

 

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
0

 

6

Shared Voting Power
6,479,392

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
6,479,392

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,479,392

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not applicable

 

 

11

Percent of Class Represented by Amount in Row (9)
6.6%

 

 

12

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 

3


 

CUSIP No. 315293100

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Jamex Marketing, LLC

 

 

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
Louisiana

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
6,479,392

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
6,479,392

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,479,392

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not applicable

 

 

11

Percent of Class Represented by Amount in Row (9)
6.6%

 

 

12

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 

4


 

CUSIP No. 315293100

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Ballengee Holdings, LLC

 

 

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
Texas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
6,479,392

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
6,479,392

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,479,392

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not applicable

 

 

11

Percent of Class Represented by Amount in Row (9)
6.6%

 

 

12

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 

5


 

CUSIP No. 315293100

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
James H. Ballengee

 

 

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
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
6,479,392

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
6,479,392

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,479,392

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not applicable

 

 

11

Percent of Class Represented by Amount in Row (9)
6.6%

 

 

12

Type of Reporting Person (See Instructions)
IN

 

6


 

Item 1.

 

(a)

Name of Issuer:
Ferrellgas Partners, L.P. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:
7500 College Boulevard, Suite 1000, Overland Park, Kansas 66210

 

Item 2.

 

(a)

Name of Person Filing:
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

 

Jamex, LLC

Jamex Unitholder, LLC

Jamex Marketing, LLC

Ballengee Holdings, LLC

James H. Ballengee

 

(b)

Address of Principal Business Office or, if none, Residence:
The address for each of the Reporting Persons is 3838 Oak Lawn Avenue, Suite 1150, Dallas, TX 75219.

 

(c)

Citizenship:
Jamex, LLC is organized under the laws of the state of Delaware. Jamex Unitholder, LLC is organized under the laws of the state of Delaware.  Jamex Marketing, LLC is organized under the laws of the state of Louisiana.  Ballengee Holdings, LLC is organized under the laws of the state of Texas.  Mr. Ballengee is a citizen of the United States of America.

 

(d)

Title and Class of Securities:
Common Units representing limited partner interests of the Issuer (“Common Units”).

 

(e)

CUSIP No.:
315293100

 

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:

 

Not applicable.

 

7


 

Item 4.

Ownership

The ownership information presented below represents beneficial ownership of Common Units of the Issuer as of the date of this filing, based upon 97,991,065 Common Units outstanding as of December 1, 2015.

 

(a)

Amount beneficially owned:   

6,479,392

 

(b)

Percent of class:   

6.6%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

6,479,392

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

6,479,392

Jamex Unitholder, LLC is the record holder of 6,479,392 Common Units.  Jamex Marketing, LLC is the majority and managing member of Jamex Unitholder, LLC. Jamex, LLC is the majority member of Jamex Marketing, LLC. Ballengee Holdings, LLC is the majority member of Jamex, LLC.  James H. Ballengee is the manager of each of Jamex, LLC, Jamex Marketing, LLC and Ballengee Holdings, LLC.

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

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.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

8


 

Item 10.

Certifications.

By signing below I 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, other than activities solely in connection with a nomination under § 240.14a-11.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  February 12, 2016

 

JAMEX, LLC

 

 

 

 

 

/s/ James H. Ballengee

 

 

Name: James H. Ballengee

 

 

Title: Manager

 

 

 

 

 

JAMEX UNITHOLDER, LLC

 

 

By: Jamex Marketing, LLC, its Managing Member

 

 

 

 

 

/s/ James H. Ballengee

 

 

Name: James H. Ballengee

 

 

Title: Manager

 

 

 

 

 

 

 

 

JAMEX MARKETING, LLC

 

 

 

 

 

/s/ James H. Ballengee

 

 

Name: James H. Ballengee

 

 

Title: Manager

 

 

 

 

 

BALLENGEE HOLDINGS, LLC

 

 

 

 

 

/s/ James H. Ballengee

 

 

Name: James H. Ballengee

 

 

Title: Manager

 

 

 

 

 

JAMES H. BALLENGEE

 

 

 

 

 

/s/ James H. Ballengee

 

 

Name: James H. Ballengee

 

 

 

9