SEC FORM 4 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*
Fee Troy E

(Last) (First) (Middle)
460 NORTH GULPH ROAD

(Street)
KING OF PRUSSIA PA 19406

(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 10% Owner
X Officer (give title below) Other (specify below)
Vice President
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
APU Common Units 08/21/2019 D 3,023(1) D (1) 0 D
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
Performance Units (Non-TUR Units) (1) 08/21/2019 D 3,100 (1) (1) APU Common Units 3,100 (1) 0 D
Performance Units (TUR Units) (1) 08/21/2019 D 5,040 (1) (1) APU Common Units 5,040 (1) 0 D
Explanation of Responses:
1. See Exhibit 99.1.
Remarks:
/s/ Joshua Samples, Attorney-in-Fact 08/23/2019
** 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 4 (b)(v).
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Exhibit 99.1 to APU Closing Form 4s
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Pursuant to that certain Agreement and Plan of Merger, dated as of April 1, 2019
(the "Merger Agreement"), by and among UGI Corporation ("UGI"), the Issuer and
the other parties thereto, UGI acquired all of the outstanding common units
representing limited partnership interests in the Issuer (the "AmeriGas common
units") not already held by UGI or one of its subsidiaries (the "Public Common
Units") via a merger that resulted in the Issuer surviving the merger as an
indirect, wholly owned subsidiary of UGI (the "Merger").

Pursuant to the Merger Agreement, each Public Common Unit was automatically
converted in the Merger into the right to receive, at the election of each
holder of Public Common Units, but subject to any applicable withholding tax and
the proration pursuant to the Merger Agreement, one of the following forms of
consideration:  (i) 0.6378 (the "Share Multiplier") shares of UGI common stock
("UGI Shares"); (ii) $7.63 in cash, without interest, and 0.500 UGI Shares; or
(iii) $35.325 in cash, without interest.  In each case, cash in lieu of any
fractional UGI Shares, without interest, will be paid.

Under the Merger Agreement, each unvested award of a performance unit (an
"AmeriGas Performance Unit"), other than an AmeriGas Performance Unit or portion
thereof that was eligible to be earned based on AmeriGas' total unitholder
return over a designated performance period subject to any applicable modifier
(each, an "AmeriGas TUR Unit"), outstanding immediately prior to the completion
of the Merger was, as of the effective time of the Merger, automatically
cancelled and converted into a number of cash-settled performance-based
restricted stock units relating to UGI Shares determined by multiplying the
number of AmeriGas Performance Units subject to such award by the Share
Multiplier.

Each unvested award of an AmeriGas TUR Unit outstanding immediately prior to the
completion of the Merger was, as of the effective time of the Merger,
automatically cancelled and converted into a number of cash-settled restricted
stock units relating to UGI Shares determined by multiplying (i) the target
number of AmeriGas TUR Units subject to such award, by (ii) the Share
Multiplier, and (iii) the TUR Performance Multiplier. The "TUR Performance
Multiplier" will be equal to the greater of 100% or such percentage as is
determined in accordance with the terms of the applicable award agreement
governing the applicable AmeriGas TUR Units.

Each unvested award of a restricted AmeriGas common unit issued under the
AmeriGas Propane, Inc. 2010 Long- Term Incentive Plan on behalf of AmeriGas
Partners, L.P., as amended (the "AmeriGas LTIP" and each such award, an
"AmeriGas Restricted Unit") outstanding immediately prior to the completion of
the Merger was, as of the effective time of the Merger, automatically cancelled
and converted into a number of cash-settled restricted stock units relating to
UGI Shares determined by multiplying the number of AmeriGas Restricted Units
subject to such award by the Share Multiplier.

Each outstanding award of a phantom unit relating to an AmeriGas common unit
issued under an AmeriGas LTIP (each, an "AmeriGas Phantom Unit" and together
with the AmeriGas Performance Units, AmeriGas TUR Units and AmeriGas Restricted
Units, the "AmeriGas LTIP Awards") outstanding immediately prior to the
completion of the Merger was, as of the effective time of the Merger,
automatically, without any action on the part of the holder thereof, cancelled
and converted into a number of cash-settled restricted stock units relating to
UGI Shares determined by multiplying the number of AmeriGas Phantom Units
subject to such award by the Share Multiplier.