UGI CORP /PA/ — Director's Dealing 2016

Feb 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UGI CORP /PA/ (UGI)
CIK: 0000884614
Period of Report: 2016-01-28

Reporting Person: VINCENT ROGER B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-28	UGI Common Stock	A	3000	$0.00	Acquired	47353	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-28	Option (Right to Buy)	$33.12	A	9000	Acquired	2026-01-27	UGI Common Stock (9000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
UGI Common Stock	15000	Indirect
UGI Common Stock	7516	Direct

Footnotes

F1: Effective January 28, 2016, the reporting person was granted Stock Units under the UGI Corporation 2013 Omnibus Incentive Compensation Plan. Each stock unit represents the right of the recipient to receive a share of Common Stock upon retirement or termination of service.

F2: These securities are held by the Roger B. Vincent, Sr. 2012 Family Trust, for which the reporting person's spouse holds voting and dispositive power as a trustee. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F3: These options were granted under the UGI Corporation 2013 Omnibus Incentive Compensation Plan and are fully vested on the effective date of the grant.