Thanks for your report.

Could you please provide the output of the command
free -l

There is a possible workaround:
1. Run the upgrade and let it crash
2. Open a terminal and cd to /tmp/tmp<something>/ (in the previous run it was 
/tmp/tmp5gLi6A/ )
3. Edit the file Distupgrade.cfg
4. Replace the line 
View=DistUpgradeViewGtk,DistUpgradeViewKDE,DistUpgradeViewText
by 
View=DistUpgradeViewText
5. Save the file
6. Run as root ./dist-upgrade.py

I haven't tried it but there is chance that works.

** Changed in: update-manager (Ubuntu)
       Status: New => Incomplete

-- 
Update-manager -d  not completing-memory complaint
https://bugs.launchpad.net/bugs/307499
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