SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Hartz Joseph L. (Last) (First) (Middle) 460 NORTH GULPH ROAD (Street) KING OF PRUSSIA PA 19406 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/06/2017	3. Issuer Name and Ticker or Trading Symbol UGI CORP /PA/ [ UGI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President of Subsidiary	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
UGI Common Stock	26,017	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Units	(2)	12/31/2017	UGI Common Stock	2,250	0.00	D
Performance Units	(3)	12/31/2018	UGI Common Stock	3,000	0.00	D
Performance Units	(4)	12/31/2019	UGI Common Stock	2,500	0.00	D
Option (Right to Buy)	(5)	12/31/2018	UGI Common Stock	15,000	16.28	D
Option (Right to Buy)	(6)	12/31/2019	UGI Common Stock	18,000	16.13	D
Option (Right to Buy)	(7)	12/31/2020	UGI Common Stock	18,000	21.06	D
Option (Right to Buy)	(8)	12/31/2021	UGI Common Stock	18,000	19.6	D
Option (Right to Buy)	(9)	12/31/2022	UGI Common Stock	18,000	21.81	D
Option (Right to Buy)	(10)	12/31/2023	UGI Common Stock	15,750	27.64	D
Option (Right to Buy)	(11)	12/31/2024	UGI Common Stock	18,000	37.98	D
Option (Right to Buy)	(12)	12/31/2025	UGI Common Stock	20,000	33.76	D
Option (Right to Buy)	(13)	12/31/2026	UGI Common Stock	18,000	46.08	D

Explanation of Responses:

1. Includes 750 shares held jointly with Mr. Hartz's spouse.

2. Effective January 1, 2015, the reporting person was granted performance units under the UGI Corporation 2013 Omnibus Incentive Compensation Plan. Each performance unit represents the right of the recipient to receive a share of stock if specified performance goals and other conditions are met.

3. Effective January 1, 2016, the reporting person was granted performance units under the UGI Corporation 2013 Omnibus Incentive Compensation Plan. Each performance unit represents the right of the reporting person to receive a share of UGI Common Stock if specified performance goals and other conditions are met.

4. Effective January 1, 2017, the reporting person was granted performance units under the UGI Corporation 2013 Omnibus Incentive Compensation Plan. Each performance unit represents the right of the reporting person to receive a share of UGI Common Stock if specified performance goals and other conditions are met.

5. These options were granted effective January 1, 2009 and became fully vested on January 1, 2012.

6. These options were granted effective January 1, 2010 and became fully vested on January 1, 2013.

7. These options were granted effective January 1, 2011 and became fully vested on January 1, 2014.

8. These options were granted effective January 1, 2012 and became fully vested on January 1, 2015.

9. These options were granted effective January 1, 2013 and became fully vested on January 1, 2016.

10. These options were granted effective January 1, 2014 and became fully vested on January 1, 2017.

11. These options were granted effective January 1, 2015 and vest in three equal installments beginning on January 1, 2016.

12. These options were granted effective January 1, 2016 and vest in three equal installments beginning on January 1, 2017.

13. These options wee granted effective January 1, 2017 and vest in three equal installments beginning on January 1, 2018.

Remarks:

	/s/ Jessica A. Milner, Attorney-in-Fact for Joseph L. Hartz	03/08/2017
	** 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 5 (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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