UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[ ] Check box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
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
12/99
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/CEO
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 Amount D Price End of Year I
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<S> <C> <C> <C> <C><C> <C> <C><C>
<CAPTION>
Table II (PART 1) Derivative Securitites 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 A D Exercisable Expiration
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<S> <C> <C> <C> <C> <C> <C> <C>
Executive Incentive Stock $5.56 03/02/99 (1) A 125,000 (1) 03/02/09
Option (right to buy)
<CAPTION>
Table II (PART 2) Derivative Securitites 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 Year
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<S> <C> <C> <C> <C> <C> <C> <C>
Executive Incentive Stock 03/02/99 Common Stock 125,000 $5.56 (1) 125,000 D Direct
Option (right to buy) (1)
<FN>
Explanation of Responses:
(1) As part of the Reporting Person's annual compensation as the President and COO of UGLY, the board's Compensation Committee
granted effective 3/2/99, this non-qualified performance based option for 125,000 shares under the Ugly Duckling 1998 Executive
Incentive Plan at an exercise price of $5.56 per share. The option will expire 10 years following the grant date. The option is
not exercisable before one year from the grant date. Generally, the option vests on the last to occur of (1) 20 % per year; and
(2) either of 2 performance measures for UDC being met (a stock price target (external target), or an internal target). The
option "cliff vests" after 7 years from the grant date, regardless of the above vesting schedule.
- - Power of Attorney is included and made a part of this filing.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ JON D. EHLINGER
-----------------------
By: Jon D. Ehlinger
- Attorney-in-fact
For: Gregory B. Sullivan
DATE 02/15/00
<PAGE>
POWER OF ATTORNEY
(G. Sullivan)
I hereby appoint Steven P. Johnson, Judith A. Boyle and Jon D. Ehlinger, 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, the American Stock Exchange 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,
2000, unless earlier revoked or terminated.
/S/ GREGORY B. SULLIVAN
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Gregory B. Sullivan
Dated: May 24, 1999
