5 1 form5txt.txt 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) Jennings, Christopher D. 4020 E. Indian School Rd. Phoenix, Arizona 85018 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 12/01 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [X] Director [ ] 10% Owner [ ] Officer (give title below) [ ] Other (specify below) Indepedent 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

Explanation of Responses: (1) Options fully vest one day after the date of grant. These non-qualified stock options were issued under the UGLY Long-Term Incentive Plan ("Incentive Plan") on 2/20/01 at an exercise price of $5.00 per share. SIGNATURE OF REPORTING PERSON /S/ By: Jon D. Ehlinger ------------------------------------------------------------------- For: Chrisopher D. Jennings DATE

JENNINGS CHRISTOPHER D 5