UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
FERRELLGAS PARTNERS, L.P.
(Name of Issuer)
Common Units
(Title of Class of Securities)
315293100
(CUSIP Number)
June 24, 2015
(Date of Event which Requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 315293100 | Schedule 13G | Page 1 of 8 |
| 1 | NAMES OF REPORTING PERSONS
Jamex, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
9,542,895 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
9,542,895 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,542,895 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.5% | |||||
| 12 | TYPE OF REPORTING PERSON
OO (Limited Liability Company) | |||||
| CUSIP No. 315293100 | Schedule 13G | Page 2 of 8 |
| 1 | NAMES OF REPORTING PERSONS
Jamex Marketing, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Louisiana | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
9,542,895 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
9,542,895 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,542,895 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.5% | |||||
| 12 | TYPE OF REPORTING PERSON
OO (Limited Liability Company) | |||||
| CUSIP No. 315293100 | Schedule 13G | Page 3 of 8 |
| 1 | NAMES OF REPORTING PERSONS
Ballengee Interests, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Louisiana | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
9,542,895 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
9,542,895 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,542,895 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.5% | |||||
| 12 | TYPE OF REPORTING PERSON
OO (Limited Liability Company) | |||||
| CUSIP No. 315293100 | Schedule 13G | Page 4 of 8 |
| 1 | NAMES OF REPORTING PERSONS
James H. Ballengee | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
9,542,895 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
9,542,895 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,542,895 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.5% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 315293100 | Schedule 13G | Page 5 of 8 |
| ITEM 1. |
(a) | Name of Issuer: | ||
| Ferrellgas Partners, L.P. (the “Issuer”) | ||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||
| 7500 College Boulevard, Suite 1000, Overland Park, Kansas 66210 | ||||
| ITEM 2. |
(a) | Name of Person Filing: | ||
| Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of: | ||||
| Jamex, LLC | ||||
| Jamex Marketing, LLC | ||||
| Ballengee Interests, LLC | ||||
| James H. Ballengee | ||||
| (b) | Address or Principal Business Office: | |||
| The address for each of the Reporting Persons is 3838 Oak Lawn Avenue, Suite 1150, Dallas, TX 75219. | ||||
| (c) | Citizenship of each Reporting Person is: | |||
| Jamex, LLC is organized under the laws of the state of Delaware. Jamex Marketing, LLC and Ballengee Interests, LLC are organized under the laws of the state of Louisiana. Mr. Ballengee is a citizen of the United States of America. | ||||
| (d) | Title of Class of Securities: | |||
| Common Units representing limited partner interests of the Issuer (“Common Units”). | ||||
| (e) | CUSIP Number: | |||
| 315293100 | ||||
| ITEM 3. |
Not applicable.
| CUSIP No. 315293100 | Schedule 13G | Page 6 of 8 |
| ITEM 4. | Ownership |
Ownership (a-c)
The ownership information presented below represents beneficial ownership of Common Units of the Issuer as of the date of this filing, based upon 100,242,620 Common Units outstanding as of June 24, 2015.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared to direct the vote: |
Sole of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Jamex, LLC |
9,542,895 | 9.5 | % | 0 | 9,542,895 | 0 | 9,542,895 | |||||||||||||||||
| Jamex Marketing, LLC |
9,542,895 | 9.5 | % | 0 | 9,542,895 | 0 | 9,542,895 | |||||||||||||||||
| Ballengee Interests, LLC |
9,542,895 | 9.5 | % | 0 | 9,542,895 | 0 | 9,542,895 | |||||||||||||||||
| James H. Ballengee |
9,542,895 | 9.5 | % | 0 | 9,542,895 | 0 | 9,542,895 | |||||||||||||||||
Jamex Marketing, LLC is the record holder of 9,542,895 Common Units. Jamex, LLC is the majority member of Jamex Marketing, LLC. Ballengee Interests, LLC is the majority member of Jamex, LLC. James H. Ballengee is the manager of each of Jamex, LLC, Jamex Marketing, LLC and Ballengee Interests, LLC.
| ITEM 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group |
Not applicable.
| CUSIP No. 315293100 | Schedule 13G | Page 7 of 8 |
| ITEM 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99 |
Joint Filing Agreement. | |
| CUSIP No. 315293100 | Schedule 13G | Page 8 of 8 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 29, 2015
| JAMEX, LLC |
| /s/ James H. Ballengee |
| Name: James H. Ballengee |
| Title: Manager |
| JAMEX MARKETING, LLC |
| /s/ James H. Ballengee |
| Name: James H. Ballengee |
| Title: Manager |
| BALLENGEE INTERESTS, LLC |
| /s/ James H. Ballengee |
| Name: James H. Ballengee |
| Title: Manager |
| JAMES H. BALLENGEE |
| /s/ James H. Ballengee |
| Name: James H. Ballengee |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common units beneficially owned by each of them of Ferrellgas Partners, L.P. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 29th day of June, 2015.
| JAMEX, LLC |
| /s/ James H. Ballengee |
| Name: James H. Ballengee |
| Title: Manager |
| JAMEX MARKETING, LLC |
| /s/ James H. Ballengee |
| Name: James H. Ballengee |
| Title: Manager |
| BALLENGEE INTERESTS, LLC |
| /s/ James H. Ballengee |
| Name: James H. Ballengee |
| Title: Manager |
| JAMES H. BALLENGEE |
| /s/ James H. Ballengee |
| Name: James H. Ballengee |