SCHLANGER MARVIN O 4

4 · UGI CORP /PA/ · Filed Aug 23, 2019

Form 4

Period: 2019-08-21

Director

Transactions

Holdings

Footnotes (3)

[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.
[F3]The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

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