UGI CORP /PA/ — Director's Dealing 2013

Jan 23, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UGI CORP /PA/ (UGI)
CIK: 0000884614
Period of Report: 2013-01-18

Reporting Person: HALL BRADLEY C (VP New Business Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-18	UGI Common Stock	M	4179	—	Acquired	46716	Direct
2013-01-18	UGI Common Stock	F	1279	$32.71	Disposed	45437	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-18	Performance Units	$0	M	7000	Disposed	2012-12-31	UGI Common Stock (7000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
UGI Common Stock	12745	Indirect
UGI Common Stock	3500	Indirect

Footnotes

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

F2: Effective January 1, 2010, the reporting person was granted Performance Units under the UGI Corporation 2004 Omnibus Plan. Each Performance Unit represents the right of the recipient to receive a share of Common Stock or an amount based on the value of a share of Common Stock, if specified performance goals and other conditions are met. Because certain performance goals and other conditions were not met during the performance measurement period, the reporting person forfeited a portion of the grant.