UGI CORP /PA/ — Director's Dealing 2014

Mar 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UGI CORP /PA/ (UGI)
CIK: 0000884614
Period of Report: 2014-02-28

Reporting Person: GREENBERG LON R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-28	UGI Common Stock	M	150000	$24.42	Acquired	509138	Direct
2014-02-28	UGI Common Stock	F	113322	$44.69	Disposed	395816	Direct
2014-03-04	UGI Common Stock	S	25000	$44.71	Disposed	370816	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-28	Option (Right to Buy)	$24.42	M	150000	Disposed	2018-12-31	UGI Commmon Stock (150000)	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 $44.54 to $44.82. 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.