SEC FORM 4

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^*

McClure Teri P

(Last)

(First)

(Middle)

55 GLENLAKE PARKWAY, NE

(Street)

ATLANTA

30328

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED PARCEL SERVICE INC [ UPS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP, Gen Counsel & Sec

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2014

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/13/2014		G	V	151	D	$0.0000	52,867.5931	D
Class A Common Stock	05/14/2014		G	V	100	D	$0.0000	52,767.5931	D
Class A Common Stock	05/16/2014		M		1,520.7124	A	$0.0000	54,288.3055	D
Class A Common Stock	05/16/2014		M		1,223.4975	A	$0.0000	55,511.803	D
Class A Common Stock	05/16/2014		M		1,150.4283	A	$0.0000	56,662.2313	D
Class A Common Stock	05/16/2014		F		552	D	$98.56	56,110.2313	D
Class A Common Stock	05/16/2014		F		587	D	$97.95	55,523.2313	D
Class A Common Stock	05/16/2014		F		730	D	$97.38	54,793.2313⁽¹⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Performance Units	⁽²⁾	05/16/2014		M			1,150.4283	⁽³⁾	05/04/2016	Class A Common Stock	1,150.4283	$0.0000	2,302	D
Restricted Performance Units	⁽²⁾	05/16/2014		M			1,223.4975	⁽⁴⁾	05/05/2015	Class A Common Stock	1,223.4975	$0.0000	1,223	D
Restricted Performance Units	⁽²⁾	05/16/2014		M			1,520.7124	⁽⁵⁾	05/06/2014	Class A Common Stock	1,520.7124	$0.0000	0.0000	D

Explanation of Responses:

1. Includes 29.3709 shares acquired in the Reporting Person's 401(k) account between March 11, 2014 and May 16, 2014.

2. Represents Restricted Performance Units (RPUs) granted as Long-term Incentive Plan Unit Awards under the United Parcel Service, Inc. Incentive Compensation Plan. Each RPU represents a right to receive one share of class A common stock.

3. RPUs were granted on May 4, 2011 and vest at the rate of 20% annually beginning on May 4th of each year during the vesting period. Securities were converted into shares of class A common stock and distributed to the Reporting Person on May 16, 2014.

4. RPUs were granted on May 5, 2010 and vest at the rate of 20% annually beginning on May 5th of each year during the vesting period. Securities were converted into shares of class A common stock and distributed to the Reporting Person on May 16, 2014.

5. RPUs were granted on May 6, 2009, and vest at the rate of 20% annually beginning on May 6th of each year during the vesting period. Securities were converted into shares of class A common stock and distributed to the Reporting Person on May 16, 2014.

	William L. Lyons, Power of Attorney	05/19/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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