UGI CORP /PA/ — Director's Dealing 2014

Feb 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UGI CORP /PA/ (UGI)
CIK: 0000884614
Period of Report: 2014-02-06

Reporting Person: Sheridan Jerry E (President & CEO of subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-06	UGI Common Stock	M	21000	$24.42	Acquired	21000	Direct
2014-02-06	UGI Common Stock	F	15065	$41.77	Disposed	5935	Direct
2014-02-06	UGI Common Stock	M	22000	$24.19	Acquired	27935	Direct
2014-02-06	UGI Common Stock	F	15679	$41.77	Disposed	12256	Direct
2014-02-06	UGI Common Stock	M	22000	$31.58	Acquired	34256	Direct
2014-02-06	UGI Common Stock	F	18336	$41.77	Disposed	15920	Direct
2014-02-06	UGI Common Stock	M	20000	$29.40	Acquired	35920	Direct
2014-02-06	UGI Common Stock	F	15957	$41.77	Disposed	19963	Direct
2014-02-06	UGI Common Stock	M	14000	$28.04	Acquired	33963	Direct
2014-02-06	UGI Common Stock	F	10858	$41.77	Disposed	23105	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-06	Option (Right to Buy)	$24.42	M	21000	Disposed	2018-12-31	UGI Common Stock (21000)	Direct
2014-02-06	Option (Right to Buy)	$24.19	M	22000	Disposed	2019-12-31	UGI Common Stock (22000)	Direct
2014-02-06	Option (Right to Buy)	$31.58	M	22000	Disposed	2020-12-31	UGI Common Stock (22000)	Direct
2014-02-06	Option (Right to Buy)	$29.40	M	20000	Disposed	2021-12-31	UGI Common Stock (20000)	Direct
2014-02-06	Option (Right to Buy)	$28.04	M	14000	Disposed	2022-03-02	UGI Common Stock (14000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
UGI Common Stock	1280	Indirect

Footnotes

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

F2: The option provides for vesting in three equal annual installments beginning on January 1, 2013.

F3: The option provides for vesting in three equal annual installments beginning on March 3, 2013.