FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
UNITED AUTO GROUP INC [ UAG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/17/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Voting Common Stock | 02/17/2004 | P | 357,123 | A | $29.49 | 10,694,021(1)(2)(3) | I | By a subsidiary of Penske Corp. |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. On February 17, 2004, Penske Corporation, through a wholly owned subsidiary, purchased from Aeneas Venture Corporation 357,123 shares of the Company's Voting Common Stock at a cash price of $29.49 per share. Mr. Penske is the Chairman and Chief Executive Officer of Penske Corporation. |
2. Mr. Penske also reports beneficial ownership of 7,657,282 shares held by International Motor Cars Group I, L.L.C. ("IMCG I") and International Motor Cars Group II, L.L.C. ("IMCG II"). Penske Capital Partners, L.L.C. ("PCP") is the managing member of each of IMCG I and IMCG II. Roger Penske is a managing member of PCP. Roger Penske disclaims beneficial ownership of the securities held by IMCG I, IMCG II, PCP and Penske Corporation, except to the extent of his "pecuniary interest" (as such term is defined in Rule 16a-1 under the Securities and Exchange Act of 1934, as amended), if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 purposes and for all other purposes. |
3. Mr. Penske also directly owns 12,500 shares of restricted stock and 127,057 shares. 107,057 of these shares were previously received as result of distribution from PCP and were previously reported as indirectly held by Mr. Penske. Such transaction was non reportable by Mr. Penske pursuant to Rule 16a-13 of the Securities Exchange Act because the distribution did not involve a change in Mr. Penske's pecuniary interest in the shares. |
Remarks: |
Robert H. Kurnick, Jr., Attorney-in-Fact | 02/17/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |