SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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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. Date of Event Requiring Statement (Month/Day/Year) 01/12/2012	3. Issuer Name and Ticker or Trading Symbol AMERIGAS PARTNERS LP [ APU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	29,567,362(1)	I	Held by Heritage ETC, L.P.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	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* U S PROPANE LP (Last) (First) (Middle) 3738 OAK LAWN AVE (Street) DALLAS TX 75219 (City) (State) (Zip)

1. Name and Address of Reporting Person* U S PROPANE LLC (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 AVE (Street) DALLAS TX 75219 (City) (State) (Zip)

Explanation of Responses:

1. On January 12, 2012, Energy Transfer Partners, L.P. ("ETP") contributed its propane business, consisting of Heritage Operating, L.P. and Titan Energy Partners, L.P., to AmeriGas Partners, L.P. ("APU") in exchange for approximately $1.46 billion of cash and 29,567,362 APU common units. The APU common units, which are held directly by a subsidiary of ETP, are subject to certain restrictions and registration rights as set forth in the Unitholder Agreement between Heritage ETC, L.P. and APU dated January 12, 2012.

Remarks:

(2) Direct owner of the APU common units. ETP owns a 99.999% limited partner interest in Heritage ETC, L.P. (3) Owns a 0.001% general partner interest in Heritage ETC, L.P. (4) Owns a 1.5% general partner interest in ETP. (5) Owns a 0.01% general partner interest in Energy Transfer Partners GP, L.P. (6) 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. (7) Owns a 0.31% general partner interest in Energy Transfer Equity, L.P. (8) Owns a 81.2% membership interest in LE GP, LLC.

	/s/ Willam 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 Transfer Partners, L.L.C.	01/23/2012
	/s/ Sonia Aube as Attorney-in-Fact on behalf of LE GP, LLC and Energy Transfer Equity, L.P.	01/23/2012
	/s/ Sonia Aube as Attorney-in-Fact for Kelcy L. Warren	01/23/2012
	** 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.

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to: (a) the joint filing on behalf of each of them of a Statement on Schedule 13D and all amendments thereto with respect to the units representing limited partner interests in AmeriGas Partners, L.P. beneficially owned by each of them, as applicable, (b) the appointment of Sonia Aube, William J. Healy and/or Peggy Harrison, all of whom may act individually, as Attorney-in-Fact to execute such Statement, any amendment thereto and/or Section 16 filing related thereto in the name and on behalf of the undersigned, and (c) the inclusion of this Joint Filing Agreement and Power of Attorney as an exhibit thereto.

Date: January 23, 2012

 

 

 

 

 

 

 

 

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