UGI (UGI) Form 4/A UGI / Hugh J. Gallagher ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gallagher Hugh J.

(Last) (First) (Middle)

460 NORTH GULPH ROAD

(Street)

KING OF PRUSSIA PA 19406

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UGI CORP /PA/ [ UGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO of Subsidiary

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/23/2019

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	08/21/2019		A		24,147(2)		(3)	(3)	UGI Common Stock	24,147(2)	(4)	24,147(2)	D

Explanation of Responses:

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

2. The reporting person is amending the Form 4 originally filed on August 23, 2019 to correct an administrative error in the number of securities held by the reporting person.

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

4. 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.

Remarks:

	/s/ Joshua Samples, Attorney-in-Fact for Hugh J. Gallagher	12/03/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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