UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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.
1. Name and Address of Reporting Person(s)
Sullivan, Gregory B.
2525 East Camelback Road, Suite 500
Phoenix, Arizona 85016
2. Issuer Name and Ticker or Trading Symbol
Ugly Duckling Corporation (UGLY)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Statement for Month/Year
03/99
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[X] Director [ ] 10% Owner
[X] Officer (give title below) [ ] Other (specify below)
President/COO/Director
7. Individual or Joint/Group Filing (Check Applicable Line)
[X] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1)Title of Security 2)Trans- 3.Trans- 4.Securities Acquired(A) 5)Amount of 6) 7)Nature of
action action or Disposed of (D) Securities Indirect
Date Code A Beneficially D Beneficial
(Month/ or Owned at or Ownership
Day/Year) Code V Amount D Price End of Month I
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<S> <C> <C> <C> <C><C> <C> <C><C>
Common Stock 03/23/99 P(2) 10,800 (2) A $6.0625 (2) 50,800(2) D Direct
<PAGE>
<CAPTION>
Table II (PART 1) Derivative Securities Acquired, Disposed of, or Beneficially Owned (Columns 1 through 6)
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1)Title of Derivative 2)Conversion 3)Trans- 4)Trans- 5)Number of Derivative 6)Date Exercisable and
Security or Exercise action action Securities Acquired (A) Expiration Date
Price of Date Code or Disposed of (D)
Derivative
Security Code V A D Exercisable Expiration
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<S> <C> <C> <C> <C> <C> <C> <C>
Executive Incentive Stock
Option (right to buy)
Incentive Stock Option (right (1) (1) (1) (1)
to buy)(1)
<CAPTION>
Table II (PART 2) Derivative Securities Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11)
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1)Title of Derivative 3)Trans- 7)Title and Amount 8)Price 9)Number of 10) 11)Nature of
Security action of Underlying of Deri- Derivative Indirect
Date Securities vative Securities D Beneficial
Amount or Security Beneficially or Ownership
Number of Owned at I
- Title Shares End of Month
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<S> <C> <C> <C> <C> <C> <C> <C>
Executive Incentive Stock Common Stock 250,000 D Direct
Option (right to buy)
Incentive Stock Option (right Common Stock 391,000 (1) 391,000(1) D Direct
to buy)(1)
<FN>
Explanation of Responses:
(1) 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 1/15/98 (250,000 options) at exercise prices
per share $2.59,$6.75 and $8.25, respectively. In 11/98 the Reporting
Person forfeited an option for 100,000 shares granted on 12/2/96 at an
exercise price of $17.69. The end of month balance is net of this
forfeiture.
(2) These 10,800 shares of Common Stock of UGLY were acquired on 3/23/99 by the
Reporting Person at a purchase price of $6.0625 per share. End of month
ownership is based on 2/28/99 ownership ending balance of 40,000 shares (as
previously reported) plus 10,800 share purchase on 3/23/99 (40,000 + 10,800
= 50,800).
@ Power of Attorney is included and made a part of this filing.
</FN>
</TABLE>
<PAGE>
SIGNATURE OF REPORTING PERSON
/S/ JUDITH A. BOYLE
-------------------
By: Judith A. Boyle
@ Attorney-in-Fact
For: Gregory B. Sullivan
DATE March 26, 1999
<PAGE>
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 September 1,
1999, unless earlier revoked or terminated.
/s/ GREGORY B. SULLIVAN
--------------------------------------
Gregory B. Sullivan
Dated: April 27, 1998
