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: POL ANNE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-21	UGI Common Stock	A	9597	$0.00	Acquired	157842	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
UGI Common Stock	5563	Direct

Footnotes

F1: Total gives effect to dividend equivalent accruals.

F2: 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, each APU phantom unit issued under the AmeriGas Propane, Inc. long-term incentive plan was at the Effective Time cancelled and converted into UGI restricted stock units determined by multiplying the number of phantom units by the Multiplier. Each UGI restricted stock unit represents the right to receive a UGI share upon retirement or termination of service.