UGI CORP /PA/ — Director's Dealing 2015

Jan 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UGI CORP /PA/ (UGI)
CIK: 0000884614
Period of Report: 2015-01-21

Reporting Person: Oliver Kirk R (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-21	UGI Common Stock	M	15000	$0.00	Acquired	30675	Direct
2015-01-21	UGI Common Stock	F	4908	$37.98	Disposed	25767	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-21	Performance Units	$0.00	M	15000	Disposed	2014-12-31	UGI Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
UGI Common Stock	435	Indirect

Footnotes

F1: The shares were withheld by the issuer to satisfy the officer's income tax liability associated with the vesting of awards made in 2012.

F2: This number reflects the September 5, 2014 3-for-2 stock split.

F3: Effective October 1, 2012, 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.