FGP Ferrellgas Partners LP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

John S. Marino
GreatBanc Trust Company, Trustee
1301 West 22nd Street, Suite 800
Oak Brook, IL 60523-3391

J. Ryan VanWinkle
Executive Vice President & CFO; Treasurer
Ferrell Companies, Inc.
7500 College Blvd., Suite 1000
Overland Park, KS 66210

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No.

315293 10 0

1.

Names of Reporting Persons

I.R.S. Idenficication Nos. of Above Persons (Entities Only)
Ferrell Companies, Inc. Employee Stock Ownership Trust

43-1820905

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Illinois

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
22,776,251

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
22,776,251

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
22,776,251

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row (9)
27.5%(1)

12.

Type of Reporting Person
EP

CUSIP No.

315293 10 0

1.

Names of Reporting Persons

I.R.S. Idenficication Nos. of Above Persons (Entities Only)
Ferrell Companies, Inc.

43-1688741

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Kansas

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
22,776,251

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
22,776,251

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
22,776,251

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row (9)
27.5%(1)

12.

Type of Reporting Person
HC

Item 1.

(a)

Name of Issuer:
Ferrellgas Partners, L.P., a Delaware limited partnership

(b)

Address of Issuer’s Principal Executive Offices:
7500 College Blvd., Suite 1000, Overland Park, KS 66210

Item 2.

(a)

Name of Person Filing:
1) Ferrell Companies, Inc. Employee Stock Ownership Trust

2) Ferrell Companies, Inc.

(b)

Address or Principal Business Office or, if none, Residence:
Both at 7500 College Blvd., Suite 1000, Overland Park, KS 66210

(c)

Citizenship:
1) Illinois

2) Kansas

(d)

Title of Class of Securities:
Common Units

(e)

CUSIP No.:
315293 10 0

Item 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act.

(b)

x

Bank as defined in section 3(a)(6) of the Act.

(c)

o

Insurance company as defined in section 3(a)(19) of the Act.

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940.

(e)

o

An investment advisor in accordance with section Rule 13d-1(b)(1)(ii)(E).

(f)

x

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g)

x

A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G).

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.

(k)

o

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J)

(k)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership.

(a)

Amount beneficially owned:   

22,776,251 Common Units.

(b)

Percent of class:   

27.5%.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

-0-.

(ii)

Shared power to vote or to direct the vote:    

22,776,251.

(iii)

Sole power to dispose or to direct the disposition of:   

-0-.

(iv)

Shared power to dispose or to direct the disposition of:   

22,776,251.

Item 5.

Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following:   o

Item 6.

Ownership of More than 5 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 or Control Person.

See Item 2 and Item 4.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

GreatBanc Trust Company, as trustee of the Ferrell Companies, Inc. Employee Stock Ownership Trust

By:

/s/ John S. Marino

John S. Marino

Vice President

Ferrell Companies, Inc.

By:

/s/ J. Ryan VanWinkle

J. Ryan VanWinkle

Executive Vice President and Chief Financial Officer; Treasurer