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SEC FORM 3 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*
Kelly Ann P
(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)
03/22/2018 		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)
VP, CAO & Corporate Controller
 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 1,697(1) D
UGI Common Stock 1,695 I 401(k) Plan
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) 12/31/2018 UGI Common Stock 1,050 0.00 D
Performance Units (3) 12/31/2018 UGI Common Stock 110 0.00 D
Performance Units (4) 12/31/2019 UGI Common Stock 1,000 0.00 D
Performance Units (5) 12/31/2020 UGI Common Stock 950 0.00 D
Options (Right to Buy) (6) 12/31/2024 UGI Common Stock 6,000 37.98 D
Options (Right to Buy) (7) 12/31/2025 UGI Common Stock 7,500 33.76 D
Options (Right to Buy) (8) 05/08/2026 UGI Common Stock 1,200 41.27 D
Options (Right to Buy) (9) 12/31/2026 UGI Common Stock 7,000 46.08 D
Options (Right to Buy) (10) 12/31/2027 UGI Common Stock 6,500 46.95 D
Explanation of Responses:
1. Includes 103 shares acquired under the Issuer's dividend reinvestment plan.
2. 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 recipient to receive a share of stock if specified performance goals and other conditions are met.
3. Effective May 9, 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 recipient to receive a share of 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 recipient to receive a share of stock if specified performance goals and other conditions are met.
5. Effective January 1, 2018, 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.
6. These options were granted effective January 1, 2015 and became fully vested on January 1, 2018.
7. These options were granted effective January 1, 2016 and vest in three equal installments beginning on January 1, 2017.
8. These options were granted effective May 9, 2016 and vest in three equal installments beginning on May 9, 2017.
9. These options were granted effective January 1, 2017 and vest in three equal installments beginning on January 1, 2018.
10. These options were granted effective January 1, 2018 and vest in three equal installments beginning on January 1, 2019.
Remarks:
/s/ Pamela A. Meredith, Attorney-in-Fact for Ann P. Kelly 03/26/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

	I, Ann P. Kelly, hereby authorize and designate:
--Monica M. Gaudiosi, Vice President and General Counsel, Secretary
--Pamela A. Meredith, Counsel
--Jean M. Jones, Senior Paralegal

each of whom may act individually to execute, acknowledge and file in my name
and as my attorney-in-fact a Form 3, Initial Statement of Beneficial Ownership
of Securities, Forms 4, Statements of Changes in Beneficial Ownership, and Forms
5, Annual Statements of Changes in Beneficial Ownership, or any successor
reporting forms with the United States Securities and Exchange Commission (the
"SEC") for the purpose of complying with Section 16 of the Securities Exchange
Act of 1934, as amended (the "Act") and the rules and regulations thereunder
with respect to my position with UGI Corporation and its affiliates.  The
duration of this authorization shall be coextensive with my reporting
obligations as a present or former executive officer of UGI Corporation and its
affiliates under Section 16 of the Act.



March 22, 2018			/s/ Ann P. Kelly
				Name:  Ann P. Kelly



STATE OF Pennsylvania

COUNTY OF Montgomery


	On this 22 day of March, 2018, Ann P. Kelly personally appeared before me, and
acknowledged that she executed the foregoing instrument for the purposes therein
contained.

	IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

/s/ Carol A. Gorman
Notary Public
My Commission Expires: 5-6-19