UNITIL CORP — Director's Dealing 2014

May 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNITIL CORP (UTL)
CIK: 0000755001
Period of Report: 2014-05-13

Reporting Person: BROWNELL DAVID P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-13	Common stock, no par value.	P	200.000	$33.050	Acquired	4776.00	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted stock units.	$		Common stock (2624.00)	2624.00	Direct

Footnotes

F1: Each restricted stock unit is equivalent in value to one share of Unitil Corporation's common stock, no par value ("Common Stock"), and represents the right to receive a combination of cash and Common Stock after separation from service on Unitil Corporation's Board of Directors. Each restricted stock unit is fully vested upon grant and is payable 70% in Common Stock and 30% in cash, based upon the closing price of Common Stock on the day prior to settlement.

F2: Each restricted stock unit is equivalent in value to one share of Unitil Corporation's common stock, no par value ("Common Stock"), and represents the right to receive a combination of cash and Common Stock after separation from service on Unitil Corporation's Board of Directors. Each restricted stock unit is fully vested upon grant and is payable 70% in Common Stock and 30% in cash, based upon the closing price of Common Stock on the day prior to settlement.

F3: Each restricted stock unit is equivalent in value to one share of Unitil Corporation's common stock, no par value ("Common Stock"), and represents the right to receive a combination of cash and Common Stock after separation from service on Unitil Corporation's Board of Directors. Each restricted stock unit is fully vested upon grant and is payable 70% in Common Stock and 30% in cash, based upon the closing price of Common Stock on the day prior to settlement.