UGI CORP /PA/ — Director's Dealing 2014

Mar 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UGI CORP /PA/ (UGI)
CIK: 0000884614
Period of Report: 2014-03-03

Reporting Person: Walsh John L (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-03	UGI Common Stock	M	20000	$27.25	Acquired	224658	Direct
2014-03-03	UGI Common Stock	F	15773	$44.30	Disposed	208885	Direct
2014-03-04	UGI Common Stock	M	40000	$27.25	Acquired	248885	Direct
2014-03-04	UGI Common Stock	S	40000	$44.70	Disposed	208885	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-03	Option (Right to Buy)	$27.25	M	20000	Disposed	2017-12-31	UGI Common Stock (20000)	Direct
2014-03-04	Option (Right to Buy)	$27.25	M	40000	Disposed	2017-12-31	UGI Common Stock (40000)	Direct

Footnotes

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

F2: The shares of stock with respect to this transaction were sold at prices ranging from $44.53 to $44.87. 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 sold at each separate price.