SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Penske Roger S Jr

(Last)

(First)

(Middle)

2555 TELEGRAPH RD.

(Street)

BLOOMFIELD HILLS

48302

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/03/2007

3. Issuer Name and Ticker or Trading Symbol
UNITED AUTO GROUP INC [ UAG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock (Restricted Shares)	4,200⁽¹⁾	D
Common Stock (Restricted Shares)	5,100⁽²⁾	D
Common Stock (Restricted Shares)	6,000⁽³⁾	D
Common Stock	44,090	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	02/22/2005	02/22/2012	Employee Stock Option (right to buy)	10,000	$10.48	D

Explanation of Responses:

1. One Thousand Two Hundred (1,200) shares vest on June 1, 2007 and Three Thousand (3,000) shares vest on June 1, 2008.

2. Nine Hundred (900) shares vest on June 1, 2007, One Thousand Two Hundred (1,200) shares vest on June 1, 2008 and Three Thousand (3,000) shares vest on June 1, 2009.

3. Fifteen percent (15%) of the shares vest on June 1, 2007, fifteen percent (15%) of the shares vest on June 1, 2008, twenty percent (20%) of the shares vest on June 1, 2009 and the remainder of the shares vest on June 1, 2010.

Remarks:

	/s/ Shane M. Spradlin, Attorney in fact	01/09/2007
	** 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 5 (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.