0001209191-19-047326.txt : 20190823 0001209191-19-047326.hdr.sgml : 20190823 20190823165518 ACCESSION NUMBER: 0001209191-19-047326 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190821 FILED AS OF DATE: 20190823 DATE AS OF CHANGE: 20190823 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gallagher Hugh J. CENTRAL INDEX KEY: 0001576690 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11071 FILM NUMBER: 191049726 MAIL ADDRESS: STREET 1: 460 NORTH GULPH ROAD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UGI CORP /PA/ CENTRAL INDEX KEY: 0000884614 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 232668356 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 460 N GULPH RD STREET 2: P O BOX 858 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6103371000 MAIL ADDRESS: STREET 1: 460 NORTH GULPH ROAD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: NEW UGI CORP DATE OF NAME CHANGE: 19600201 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-08-21 0 0000884614 UGI CORP /PA/ UGI 0001576690 Gallagher Hugh J. 460 NORTH GULPH ROAD KING OF PRUSSIA PA 19406 0 1 0 0 President & CEO of Subsidiary UGI Common Stock 2019-08-21 4 A 0 10149 0.00 A 12444 D Restricted Stock Unit 2019-08-21 4 A 0 38644 A UGI Common Stock 38644 38644 D 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. Each restricted stock unit is the economic equivalent of one UGI share and will be settled in cash. The units will vest over a period of up to three years following the date hereof and have no expiration date. /s/ Pamela A. Meredith, Attorney-in-Fact for Hugh J. Gallagher 2019-08-23