Sec Form 4 Filing - Hannigan Randy A. @ AMERIGAS PARTNERS LP - 2010-01-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hannigan Randy A.
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
(Last) (First) (Middle)
460 NORTH GULPH ROAD
3. Date of Earliest Transaction (MM/DD/YY)
01/22/2010
(Street)
KING OF PRUSSIA, PA19406
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/22/2010 M 1,200 A $ 0 9,410 D
APU Common Units 01/22/2010 A( 1 ) 545 A $ 0 9,955 D
APU Common Units 01/22/2010 F( 2 ) 624 D $ 39.6 9,331 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Restricted Units $ 0 01/22/2010 M 1,200 ( 3 ) 12/31/2009 APU Common Units 1,200 $ 39.6 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hannigan Randy A.
460 NORTH GULPH ROAD
KING OF PRUSSIA, PA19406
Vice President
Signatures
Margaret M. Calabrese, Attorney-In-Fact for Randy A. Hannigan 01/26/2010
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These units were awarded based on achievement of total unitholder return greater than that required for 100% payout of the restricted units issued January 1, 2007.
( 2 )The units were withheld by the issuer to satisfy the officer's income tax liability associated with the vesting of an award made in 2007.
( 3 )Effective January 1, 2007, the reporting person was granted performance-contingent restricted APU Common Units. Each Restricted Unit represents the right of the recipient to receive a Common Unit if specified performance goals and other conditions are met.

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).
** 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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