UGI CORP /PA/ — Director's Dealing 2019

Aug 23, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UGI CORP /PA/ (UGI)
CIK: 0000884614
Period of Report: 2019-08-21

Reporting Person: Gallagher Hugh J. (President & CEO of Subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-21	UGI Common Stock	A	10149	$0.00	Acquired	12444	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-21	Restricted Stock Unit	$	A	38644	Acquired		UGI Common Stock (38644)	Direct

Footnotes

F1: Under the Agreement and Plan of Merger dated as of 4/1/19 ("Merger Agreement") by and among UGI, AmeriGas Partners, L.P. ("APU") and the other parties thereto, on 8/21/19 (the "Effective Time"), each APU common unit ("AmeriGas Units") was automatically converted into the right to receive, at the election of each holder, but subject to any applicable withholding tax and the proration under the Merger Agreement, one of the following forms of consideration: (i) 0.6378 ("Multiplier") shares of UGI common stock; (ii) $7.63 in cash, without interest and 0.500 UGI Shares; or (iii) $35.325 in cash, without interest. In addition, APU performance units and restricted units issued to the reporting person under the AmeriGas Propane, Inc. long-term incentive plan was, at the Effective Time, cancelled and converted into a number of UGI restricted stock units as set forth in greater detail in the Merger Agreement.

F2: Each restricted stock unit is the economic equivalent of one UGI share and will be settled in cash.

F3: The units will vest over a period of up to three years following the date hereof and have no expiration date.