UGI CORP /PA/ — Director's Dealing 2014

Aug 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UGI CORP /PA/ (UGI)
CIK: 0000884614
Period of Report: 2014-08-21

Reporting Person: GREENBERG LON R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-21	UGI Common Stock	M	200000	$24.19	Acquired	587077	Direct
2014-08-21	UGI Common Stock	F	142520	$51.81	Disposed	444557	Direct
2014-08-22	UGI Common Stock	S	35249	$52.1372	Disposed	409308	Direct
2014-08-25	UGI Common Stock	S	4751	$52.0699	Disposed	404557	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-21	Option (Right to Buy)	$24.19	M	200000	Disposed	2019-12-31	UGI Common Stock (200000)	Direct

Footnotes

F1: The shares were withheld by the issuer to satisfy the director's exercise price and income tax liability associated with the transaction.

F2: The shares of common stock with respect to this transaction were sold at prices ranging from $52.00 to $52.22. Upon request, UGI Corporation will provide to the Securities and Exchange Commission staff, or a security holder of UGI Corporation, full information regarding the number of shares of common stock sold at each separate price.

F3: The shares of common stock with respect to this transaction were sold at prices ranging from $52.00 to $52.13. Upon request, UGI Corporation will provide to the Securities and Exchange Commission staff, or a security holder of UGI Corporation, full information regarding the number of shares of common stock sold at each separate price.