UGI CORP /PA/ — Director's Dealing 2013

Aug 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UGI CORP /PA/ (UGI)
CIK: 0000884614
Period of Report: 2013-08-02

Reporting Person: Beard Robert F. (President & CEO of subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-02	UGI Common Stock	M	1500	$27.31	Acquired	8266	Direct
2013-08-02	UGI Common Stock	F	1136	$42.49	Disposed	7130	Direct
2013-08-02	UGI Common Stock	M	3300	$29.41	Acquired	10430	Direct
2013-08-02	UGI Common Stock	F	2610	$42.49	Disposed	7820	Direct
2013-08-02	UGI Common Stock	M	11000	$29.40	Acquired	18820	Direct
2013-08-02	UGI Common Stock	F	8700	$42.49	Disposed	10120	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-02	Option (Right to Buy)	$27.31	M	1500	Disposed	2020-07-14	UGI Common Stock (1500)	Direct
2013-08-02	Option (Right to Buy)	$29.41	M	3300	Disposed	2021-09-04	UGI Common Stock (3300)	Direct
2013-08-02	Option (Right to Buy)	$29.40	M	11000	Disposed	2021-12-31	UGI Common Stock (11000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
UGI Common Stock	3513	Indirect

Footnotes

F1: The shares were withheld by the issuer to satisfy the officer's exercise price and income tax liability associated with the vesting of awards made in 2010.

F2: The shares were withheld by the issuer to satisfy the officer's exercise price and income tax liability associated with the vesting of awards made in 2011.

F3: The shares were withheld by the issuer to satisfy the officer's exercise price and income tax liability associated with the vesting of awards made in 2012.

F4: The option provides for vesting in three equal annual installments, beginning on January 1, 2013.

F5: The option provides for vesting in three equal annual installments, beginning on September 5, 2012.