UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
Ultralife Corporation
(Name of Issuer)
COMMON STOCK, par value $.10
(Title of Class of Securities)
903899102
(CUSIP Number)
Jerald A. Trannel
407 S. Third Street
Suite 230
Geneva, IL 60134
Telephone: (630) 588-7200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 13, 2012
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because
of Section 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g),
check the following box. [ ]
NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See Section 240.13d-7(b) for other parties
to whom copies are to be sent.
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
2
Schedule 13D/A
CUSIP No. 903899102 Page 2 of 7 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Grace Brothers, Ltd.
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Limited Partnership
7 Sole Voting Power
Number of 0
Shares 8 Shared Voting Power
Beneficially 518,616 shares
Owned by
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
518,616 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
518,616 shares
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
3.0%
14. Type of Reporting Person (See instructions)
PN
3
Schedule 13D/A
CUSIP No. 903899102 Page 3 of 7 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Bradford T. Whitmore
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
PF
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7 Sole Voting Power: 171,827
Number of Sole Voting Power: 4,452,283 (as manager
Shares and sole voting member of SUNRAY I, LLC)
Beneficially
Owned by 8 Shared Voting Power
Each 518,616
Reporting
Person 9 Sole Dispositive Power: 171,827
With Sole Dispositive Power: 4,452,283 (as
Manager and sole voting member of SUNRAY
I, LLC)
10 Shared Dispositive Power
518,616
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
5,142,726
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
29.5%
14. Type of Reporting Person (See instructions)
IN
4
Schedule 13D/A
CUSIP No. 903899102 Page 4 of 7 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Spurgeon Corporation
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Corporation
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned by 518,616 shares
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
518,616 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
518,616
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
3.0%
14. Type of Reporting Person (See instructions)
CO
5
Schedule 13D/A
CUSIP No. 903899102 Page 5 of 7 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
SUNRAY I, LLC
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware Corporation
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned by 4,452,283 shares
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,452,283 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
4,452,283
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
25.5%
14. Type of Reporting Person (See instructions)
OO
6
Page 6 of 7 Pages
The undersigned hereby amends its Schedule 13D as filed on
June 7, 2006 relating to the Common Stock of Ultralife
Corporation (the "Stock"). Unless otherwise indicated,
all Capitalized terms used herein but not defined herein
shall have the same meaning as set forth in the Schedule
13D. Except as set forth herein, the Schedule 13D, as
Previously amended, remains unchanged.
Item 2. Identity and Background
a. SUNRAY I, LLC
b. The business address of SUNRAY I, LLC is 1560 Sherman
Avenue, Suite 900, Evanston, IL 60201.
c. SUNRAY I, LLC was formed to hold the Shares of Stock
that has been transferred to it as described herein.
d. None of the persons referred to in this Item 2 has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
e. None of the persons referred to in this Item 2 has,
during the last five years, been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
f. SUNRAY I, LLC was formed under the laws of Delaware.
Item 4. Purpose of Transaction
On December 13, 2012, Bradford T. Whitmore ("Whitmore")
transferred 4,452,283 shares (the "Shares") held directly
by him to SUNRAY I, LLC, a manager-managed Delaware limited
liability company ("SLLC"). Whitmore is the manager and
sole voting member of SLLC. As manager and sole voting
member, Whitmore retains sole voting and investment control
over the transferred shares. The transfer was effected to
separate the Stock from other investments held by Whitmore.
The Filers have no plans or proposals which relate to, or
would result in, any of the matters referred to in
Paragraphs (a) through (j), inclusive, of Item 4 of the
Schedule 13D. The Filers may, at any time and from time to
time review or reconsider their investment in the Company
and formulate plans or proposals with respect thereto, but
have no present intention of doing so.
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Page 7 of 7 Pages
Item 5. Interest in Securities of the Issuer
(a) As of the date of this filing, Grace beneficially owns
518,616 shares of Common Stock, representing
approximately 3.0% of the outstanding shares of Common
Stock. As general partner of Grace, Spurgeon may be deemed
beneficial owner of 518,616 shares of Common Stock, or
3.0% of the outstanding shares of Common Stock, although
they otherwise disclaim beneficial ownership. As general
partner of Grace, Whitmore has shared voting and
dispositive power (with Grace and Spurgeon) of 518,616
shares of Common Stock, has sole dispositive power (as
manager and sole voting member of SLLC) of (i) 4,452,283
shares of Common Stock, and (ii) 171,827 shares of Common
Stock as direct beneficial owner for a combined total of
29.5% of the outstanding shares of Common Stock.
(b) Grace: shared voting power (with Whitmore and
Spurgeon)
518,616 Shares
Whitmore: shared voting and dispositive power (with Grace
and Spurgeon)
518,616 Shares
sole voting and dispositive power (as direct beneficial
owner)
171,827 Shares
sole voting and dispositive power (as manager and sole
voting member of SLLC)
4,452,283
Spurgeon: shared voting power (with Grace and Whitmore)
518,616 Shares
(c) No transactions were effected by the Filers during the
past sixty days other than the transfer described herein.
(d) No person other than the Filers is known to have the
right to receive, or the power to direct the receipt of,
dividends from or the proceeds from the sale of the Shares.
(e) N/A
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information
set forth in this Statement with respect to it is true,
complete and correct.
Dated: December 17, 2012
Grace Brothers, Ltd.
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: General Partner
Bradford T. Whitmore
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Spurgeon Corporation
By: /s/ Jerald A. Trannel
Name: Jerald A. Trannel
Its: Vice President
SUNRAY I, LLC
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: Member