UGI CORP /PA/ — Director's Dealing 2016

Jan 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UGI CORP /PA/ (UGI)
CIK: 0000884614
Period of Report: 2016-01-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-20	UGI Common Stock	M	31500	$0.00	Acquired	371967	Direct
2016-01-20	UGI Common Stock	F	12190	$33.76	Disposed	359777	Direct
2016-01-20	UGI Common Stock	M	34500	$0.00	Acquired	394277	Direct
2016-01-20	UGI Common Stock	F	15556	$33.76	Disposed	378721	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-20	Performance Units	$0.00	M	31500	Disposed	2015-12-31	UGI Common Stock (31500)	Direct
2016-01-20	Performance Units	$0.00	M	34500	Disposed	2015-12-31	UGI Common Stock (34500)	Direct

Footnotes

F1: The shares were withheld by the issuer to satisfy the reporting person's income tax liability associated with the vesting of awards made in 2013.

F2: Effective April 1, 2013, the reporting person was granted Performance Units under the UGI Corporation 2013 Omnibus Incentive Compensation 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.

F3: Effective January 24, 2013, the reporting person was granted Performance Units under the UGI Corporation 2013 Omnibus Incentive Compensation 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.