Energy Transfer LP — Director's Dealing 2014

Jun 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERIGAS PARTNERS LP (APU)
CIK: 0000932628
Period of Report: 2014-06-17

Reporting Person: Energy Transfer Partners, L.P. (10% Owner)
Reporting Person: Heritage ETC, L.P. (10% Owner)
Reporting Person: Heritage ETC GP, L.L.C. (10% Owner)
Reporting Person: Energy Transfer Partners GP, L.P. (10% Owner)
Reporting Person: Energy Transfer Partners, L.L.C. (10% Owner)
Reporting Person: Energy Transfer Equity, L.P. (10% Owner)
Reporting Person: LE GP LLC (10% Owner)
Reporting Person: WARREN KELCY L (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-17	Common Units	S	8500000	$44.40	Disposed	1242362	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	3125000	Indirect

Footnotes

F1: This is to report an underwritten public offering by Heritage ETC, L.P., a wholly owned subsidiary of ETP of 8,500,000 Amerigas Units at a price to the public of $44.40 (which is net of underwriting discounts and commissions). The 8,500,000 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 June 12, 2014 filed by Amerigas with the Securities Exchange Commission on June 12, 2014.

F2: Heritage ETC, L.P. is the direct owner of 1,242,362 Amerigas 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 GP, L.P. owns a 0.8% general partner interest in ETP; Energy Transfer Partners, L.L.C. 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.

F3: Evergreen Assurance, LLC ("Evergreen") owns 3,125,000 Amerigas Units. Evergreen is an indirect wholly-owned subsidiary of ETP. On June 10, 2014, Heritage ETC, L.P. transferred 3,125,000 Amerigas Units to Evergreen.