Amended Statement of Changes in Beneficial Ownership (4/a)
December 03 2019 - 4:45PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Gallagher Hugh J. |
2. Issuer Name and Ticker or Trading Symbol
UGI CORP /PA/
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UGI
]
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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 |
(Last)
(First)
(Middle)
460 NORTH GULPH ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/21/2019 |
(Street)
KING OF PRUSSIA, PA 19406
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
8/23/2019 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | 8/21/2019 | | A | | 24147 (2) | | (3) | (3) | UGI Common Stock | 24147 (2) | (4) | 24147 (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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gallagher Hugh J. 460 NORTH GULPH ROAD KING OF PRUSSIA, PA 19406 |
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| President & CEO of Subsidiary |
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Signatures
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/s/ Joshua Samples, Attorney-in-Fact for Hugh J. Gallagher | | 12/3/2019 |
**Signature of Reporting Person | Date |
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