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FORM 4
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C.
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17 (a) of the Public Utility Holding Company Act of 1935 or Section 30 (f) of
the Investment Company Act of 1940
1. Name and Address of Reporting Person
James E. Ferrell
444 W. 47th Street, Suite 415
Kansas City, MO 64112
2. Issuer Name and Ticker or Trading Symbol
Ferrellgas Partners, L.P. (FGP)
3. IRS Identification Number of Reporting Person, if an entity
(Voluntary)
4. Statement for Month/Day/Year
January 21, 2003
5. If Amendment Date of Original (Month/Day/Year)
N/A
6. Relationship of Reporting Person to Issuer (Check all applicable)
X Director
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X Officer (Give title below)
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10% Owner
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Other (specify below)
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Chief Executive Officer and Chairman of the Board of Directors
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7. Individual or Joint/Group Filing (Check Applicable)
X Form filed by One Reporting Person
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Form Filed by More than One Reporting Person
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TABLE I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)
Senior Units (1)
2. Transaction Date (Month/Day/Year)
01/15/03
2A. Deemed Execution Date, if any (Month/Day/Year)
01/20/03
3. Transaction Code (Instr.8)
D Code
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
39,190.62 Amount
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D (A) or (D)
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$40.8261 Price
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5. Amount of Securities Beneficially Owned Following Reported Transactions
(Instr. 3 and 4)
2,743,020.14
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
I
7. Nature of Indirect Beneficial Ownership (Instr. 4)
See footnote (2)
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)
Make-Whole Right (See footnote (3))
2. Conversion or Exercise Price of Derivative Security
See footnote (3)
3. Transaction Date (Month/Day/Year)
01/15/03
3A. Deemed Execution Date, if any (Month/Day/Year)
01/20/03
4. Transaction code (Instr. 8)
D Code
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------ V
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3,4, and 5)
--------- (A)
39,190.62 (D)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
(4) Date Exercisable
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12/17/07 Expiration Date
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
Senior Units Title
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39,190.62 Amount or Number of Shares
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8. Price of Derivative Security (Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported
Transactions (Instr. 4)
2,743,020.14
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
I
11. Nature of Indirect Beneficial Ownership (Instr.4)
See footnote (2)
Explanation of Responses:
(1) Senior Units redeemed by Issuer pursuant to the Third Amended and
Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P.
dated as of April 6, 2001.
(2) Owned of record by JEF Capital, which is a wholly owned subsidiary of
James E. Ferrell Revocable Trust Two, of which the Reporting Person is
the trustee and sole beneficiary.
(3) In the event that the Reporting Person sells any Senior Units before
the expiration date, the Issuer shall make a cash payment to the
Reporting Person equal to the amount by which $40.00 exceeds the price
of each Senior Unit sold multiplied by the Number of Senior Units sold.
These rights represent a continuation and amendment of the rights set
forth in the Second Restated and Amended Partnership Agreement, which
was implemented prior to the acquisition of the Senior Units by JEF
Capital.
(4) The Make-Whole Right becomes exercisable on the earlier of December 31,
2005 or the occurrence of a Material Event, as defined in the Third
Amended and Restated Agreement of Limited Partnership of the Issuer.
/s/ James E. Ferrell January 21, 2003
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Signature of Reporting Person Date
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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