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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
UGLY DUCKLING CORPORATION
(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
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1. Name and Address of Reporting Person*:
SULLIVAN, GREGORY B.
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: 8/98
5. If Amendment, Date of Original (Month/Year):
6. Relationship of Reporting Person to Issuer: OFFICER: PRESIDENT
7. Individual or Joint/Group Filing: FORM FILED BY ONE REPORTING PERSON
<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>
Common Stock 8-31-98 P 10,000 A $4 13/16 See Below D
Common Stock Various 40,000 D
</TABLE>
*If the Form is filed by more than one Reporting Person, see Instruction
4(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
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<TABLE>
<CAPTION>
Table II - Derivative Securities Acquired, Disposed of, or Beneficially
Owned (e.g., puts, calls, warrants, options, convertible securities)
Number of
Number of Derivative Ownership
Conversion Derivative Securities Form of
or Securities Date Benefi- Derivative
Exercise Acquired Exercisable Title and cially Security:
Title of Price of (A) or and Amount of Price of Owned Direct
Derivative Derivative Transaction Transaction Disposed Expiration Underlying Derivative at End of (D) or
Security Security Date Code of (D) Date Securities Securities Month Indirect(I)
- ---------- ----------- ------------ ------------ ----------- -------------- ----------------- ----------- ----------- --------------
Data Expira- Amount or
Exerci- tion Number of
Code V (A) (D) sable Date Title Shares
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPTIONS* * No Change Common 241,000* * 241,000* D
Stock*
Nature of
Title of Indirect
Derivative Beneficial
security Ownership
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Amount or
Number of
Shares
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</TABLE>
Explanation of Responses:
*Options vest over a five year period with 20% vesting each year, beginning
one year after the date of grant. The options were issued under the UGLY
Long-Term Incentive Plan ("Incentive Plan") on 11/1/95 (116,000 options),
6/1/96 (25,000 options) and 12/2/96 (100,000 options) at exercise prices per
share of $2.59, $6.75 and $17.688, respectively. There was no change in the end
of month balance. This balance does not include 2 options to purchase 500,000
shares of UGLY Common Stock granted as of 1/15/98 at an exercise price of $8.25
per share. These options were granted under the Incentive Plan (250,000 shares)
and the UGLY 1998 Executive Incentive Plan (250,000 shares) and the securities
are exempt under Rule 16a-3 and will be reported at year end on a Form 5.
1) Power-of-attorney is included and made a part of this filing.
GREGORY B. SULLIVAN
/s/ Judith A. Boyle
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As Attorney-In-Fact 1)
9/8/98
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Date
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 19 U.S.C. 788(a).
POWER OF ATTORNEY
(G. SULLIVAN)
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"), and Rule 144 and Rule 145 under the Securities Act
of 1933 (singly or collectively ("Rule 144")). 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, and Form 144
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 and Rule 144 as in effect
from time to time.
This power of attorney is effective from the date hereof until June 30,
1999, unless earlier revoked or terminated.
/s/ Gregory B. Sullivan
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Gregory B. Sullivan
Dated: 4-27-98 , 1998
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