SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Energy Transfer Partners, L.P.

(Last) (First) (Middle)
3738 OAK LAWN AVE.

(Street)
DALLAS TX 75219

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMERIGAS PARTNERS LP [ APU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Common Units 01/23/2014 S 1,200,000 D $44.01 20,367,362 I Held by Heritage ETC, L.P.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
1. Name and Address of Reporting Person*
Energy Transfer Partners, L.P.

(Last) (First) (Middle)
3738 OAK LAWN AVE.

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Heritage ETC, L.P.

(Last) (First) (Middle)
3738 OAK LAWN AVE.

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Heritage ETC GP, L.L.C.

(Last) (First) (Middle)
3738 OAK LAWN AVE.

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Energy Transfer Partners GP, L.P.

(Last) (First) (Middle)
3738 OAK LAWN AVE.

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Energy Transfer Partners, L.L.C.

(Last) (First) (Middle)
3738 OAK LAWN AVE.

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Energy Transfer Equity, L.P.

(Last) (First) (Middle)
3738 OAK LAWN AVE.

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LE GP LLC

(Last) (First) (Middle)
3738 OAK LAWN AVE.

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WARREN KELCY L

(Last) (First) (Middle)
3738 OAK LAWN AVENUE

(Street)
DALLAS TX 75219

(City) (State) (Zip)
Explanation of Responses:
Remarks:
This is to report an additional 1,200,000 units sold as a result of the full exercise by the underwriters of an option to purchase associated with the previously reported underwritten public offering by Heritage ETC, L.P., a wholly owned subsidiary of Energy Transfer Partners, L.P. ("ETP") of 8,000,000 common units representing limited partner interests (the "AmeriGas Units") in AmeriGas Partners, L.P. ("AmeriGas") at a price to the public of $42.73 (net of underwriting discounts and commissions in the amount of $1.28 per unit). The AmeriGas Units have been registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (File No. 333-186316) of AmeriGas, as supplemented by the Prospectus Supplement dated January 14, 2014 filed by AmeriGas with the Securities and Exchange Commission on January 14, 2014. Heritage ETC, L.P. is the direct owner of the APU common units. ETP owns a 99.999% limited partner interest in Heritage ETC, L.P.; Heritage ETC GP, L.L.C owns a 0.001% general partner interest in Heritage ETC, L.P.; Energy Transfer Partners, L.L.C. owns a 0.8% general partner interest in ETP.; Energy Transfer Partners GP, L.P. owns a 0.01% general partner interest in Energy Transfer Partners GP, L.P.; Energy Transfer Equity, L.P. owns a 100% limited liability company interest in Energy Transfer Partners, L.L.C. and a 99.99% limited partner interest in Energy Transfer Partners GP, L.P. LE GP, LLC owns a 0.31% general partner interest in Energy Transfer Equity, L.P.; Kelcy L. Warren owns a 81.2% membership interest in LE GP, LLC.
William J. Healy as Attorney-in-fact for Martin Salinas, Jr. on behalf of Heritage ETC, L.P., Heritage ETC GP, L.L.C., Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P. and Energy Transer Partners, L.L.C. 01/27/2014
Sonia Aube as Attorney-in-fact on behalf of LE GP, LLC and Energy Transfer Equity, L.P. 01/27/2014
Sonia Aube as Attorney-in-fact for Kelcy L. Warren 01/27/2014
** Signature of Reporting Person Date
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