UGI CORP /PA/ — Director's Dealing 2016

Feb 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UGI CORP /PA/ (UGI)
CIK: 0000884614
Period of Report: 2016-02-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-09	UGI Common Stock	M	50000	$16.28	Acquired	428721	Direct
2016-02-09	UGI Common Stock	F	34950	$36.03	Disposed	393771	Direct
2016-02-10	UGI Common Stock	S	9000	$35.8693	Disposed	384771	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-09	Option (Right to Buy)	$16.28	M	50000	Disposed	2018-12-31	UGI Common Stock (50000)	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 common stock with respect to this transaction were sold at prices ranging from $35.80 to $36.05. 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.