<PAGE>
THIS REPORT HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION
VIA EDGAR
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 4
Statement of Changes in Beneficial Ownership
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instructions 1(b)
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30
(f) of the Investment Company Act of 1940.
Commission File Number 000-20841
U G L Y D U C K L I N G C O R P O R A T I O N
(Exact name of registrant as specified in its charter)
Delaware 86-0721358
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2525 E. Camelback Road,
Suite 1150
Phoenix, Arizona 85016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 852-6600
<PAGE>
1. Name and Address of Reporting Person:
BRANDT, SHEILA A.
2525 E. Camelback Blvd., Suite
1150
Phoenix, Arizona 85016
2. Issuer Name and Ticker or Trading Symbol: UGLY DUCKLING CORPORATION "UGLY"
3. IRS or Social Security Number of Reporting Person (Voluntary):
4. Statement for Month/Year: May 1997
5. If Amendment, Date of Original (Month/Year):
6. Relationship of Reporting Person to Issuer: OFFICER: V.P. Chief
Information Officer
<TABLE>
<CAPTION>
Table 1 - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
Amount of Ownership
Securities Securities Form: Nature of
Acquired(A) Beneficially Direct(D) Indirect
Title of Transaction Transaction or Owned at or Beneficial
Security Date Code Disposed of(D) End of Month Indirect(I) Ownership
- ------------ ----------- ----------- -------------- ------------ ----------- ----------
Code V Amount A/D Price
----------- - ------ -------------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 5/29/97 J 3,000 A + 3,000 D
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
<PAGE>
<TABLE>
<CAPTION>
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible
securities)
Number of
Conversion Derivative
or Securities
Exercise Acquired Exercisable Title and
Title of Price of (A) or and Amount of Price of
Derivative Derivative Transaction Transaction Disposed Expiration Underlying Derivative
Security Security Date Code of (D) Date Securities Securities
- ---------- ----------- ----------- ---------------- -------------------- ------------------- --------------------- ----------
Date Expira Amount or
Exerci -tion Number of
Code V (A) (D) -sable Date Title Shares
----------- --- ----------- ------- ----------- ------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Option $ 6.00+ 5/29/97 X 3,000+ * * Common 3,000 *
Stock
Number of
Derivative Ownership
Securities Form of
Benefi- Derivative
cially Security: Nature of
Title of Owned Direct Indirect
Derivative at End of (D) or Beneficial
Security Month Indirect(I) Ownership
- ---------- ---------- ----------- ----------
<S> <C> <C> <C>
Option 27,000 D
</TABLE>
Explanation of Responses:
+ On 5/29/97, I exercised 3,000 options that were granted on or around
5/15/96. The exercise price was $6.00 per share.
* These options were granted under the Ugly Duckling Long-Term Incentive
Plan on 03/03/97, 12/02/96 and 05/15/96 at exercise prices ranging between
$20.75 and $6.00 per share. The options will expire six years following the
respective grant dates. No option is exercisable before one year from the
date of grant. Thereafter, options vest and become exercisable as follows:
20% per year.
^ Power-of-attorney is included and made a part of this filing.
Sheila A. Brandt
By: /s/ Judith A. Boyle
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As Attorney-In-Fact ^
**Signature of Reporting Person
06/13/97
- -------------------------------
Date
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 19 U.S.C. 788(a).
POWER OF ATTORNEY
I hereby appoint Steven P. Johnson, Judith A. Boyle and Steven D.
Pidgeon, and each of them, attorney-in-fact for me, each with full power of
substitution, to prepare, execute and deliver on my behalf reports required to
be filed by me pursuant to Section 16 of the Securities Exchange Act of 1934,
as amended ("Section 16"). Among other things, each attorney-in-fact is
authorized to file original reports (either electronically or otherwise),
signed by me or on my behalf, on Forms 3, 4 and 5 with the Securities and
Exchange Commission, and to provide any necessary copies of such signed forms
to The NASDAQ Stock Market and Ugly Duckling Corporation as required by the
rules under Section 16 as in effect from time to time.
This power of attorney is effective from the date hereof until June 30,
1998, unless earlier revoked or terminated.
/s/ Sheila A. Brandt
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Sheila A. Brandt
Dated: June 13, 1997
