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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Ultralife Batteries, Inc.
(Name of Issuer)
COMMON STOCK, par value $.10
(Title of Class of Securities)
903899102
(CUSIP Number)
Jerald A. Trannel
290 South County Farm Road, Third Floor
Wheaton, Illinois 60187-4526
Telephone: (630) 588-7200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 25, 2006
(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 3,583,948 shares
Owned by
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
3,583,948 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
3,583,948 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)
24.0%
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)
OO
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
Number of 25,815
Shares
Beneficially 8 Shared Voting Power
Owned by 3,583,948
Each
Reporting 9 Sole Dispositive Power
Person 25,815
With
10 Shared Dispositive Power
3,583,948
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
3,609,763
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
24.2%
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 3,583,948 shares
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,583,948 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
3,583,948
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
24.0%
14. Type of Reporting Person (See instructions)
CO
5
Page 5 of 7 Pages
The undersigned, Grace Brothers, Ltd. ("Grace") hereby
amends its Schedule 13D as filed on June 7, 2006 relating
to the Common Stock of Ultralife Batteries, Inc. 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 5. Interest in Securities of the Issuer
(a) As of the date of this filing, Grace beneficially owns
3,583,948 shares of Common Stock, representing
approximately 24.0% of the outstanding shares of Common
Stock. As general partner of Grace, Spurgeon may be deemed
beneficial owner of 3,583,948 shares of Common Stock, or
24.0% of the outstanding shares of Common Stock, although
they otherwise disclaim beneficial ownership. As general
partner of Grace, Whitmore may be deemed beneficial owner
of 3,583,948 shares of Common Stock, and 25,815 shares of
Common Stock as direct beneficial owner, or 24.2% of the
outstanding shares of Common Stock.
(b) Grace: shared voting power (with Whitmore and
Spurgeon)
3,583,948 Shares
Whitmore: shared voting power (with Grace and Spurgeon)
3,583,948 Shares
sole voting power 25,815 Shares
Spurgeon: shared voting power (with Grace and Whitmore)
3,583,948 Shares
(c) The transactions effected by the Filers since the most
recent filing on June 22, 2006 of Schedule 13D set forth in
Schedule A.
6
Page 6 of 7 Pages
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: September 28, 2006
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
7
Page 7 of 7 Pages
SCHEDULE A
TRADE ACTIVITY FOR ULTRALIFE BATTERIES, INC.
EFFECTED BY GRACE BROTHERS, LTD. FROM JUNE 22, 2006
THROUGH SEPTEMBER 28, 2006.
Amount of Price per
Date Security Shares Share
Purchased
9/22/2006 COMMON STOCK 100 8.90
9/22/2006 COMMON STOCK 100 8.91
9/22/2006 COMMON STOCK 200 8.92
9/22/2006 COMMON STOCK 5,300 8.94
9/22/2006 COMMON STOCK 200 8.95
9/22/2006 COMMON STOCK 100 8.99
9/22/2006 COMMON STOCK 5,300 9.00
9/22/2006 COMMON STOCK 200 9.01
9/22/2006 COMMON STOCK 4,100 9.02
9/22/2006 COMMON STOCK 400 9.03
9/22/2006 COMMON STOCK 100 9.04
9/22/2006 COMMON STOCK 11,509 9.05
9/22/2006 COMMON STOCK 700 9.06
9/22/2006 COMMON STOCK 200 9.08
9/22/2006 COMMON STOCK 1,897 9.09
9/22/2006 COMMON STOCK 17,880 9.10
9/22/2006 COMMON STOCK 100 9.11
9/22/2006 COMMON STOCK 397 9.12
9/22/2006 COMMON STOCK 2,000 9.13
9/22/2006 COMMON STOCK 918 9.14
9/22/2006 COMMON STOCK 5,400 9.15
9/22/2006 COMMON STOCK 1,791 9.16
9/22/2006 COMMON STOCK 400 9.17
9/22/2006 COMMON STOCK 500 9.18
9/22/2006 COMMON STOCK 2,200 9.19
9/22/2006 COMMON STOCK 43,060 9.20
9/22/2006 COMMON STOCK 1,400 9.22
9/22/2006 COMMON STOCK 600 9.29
9/22/2006 COMMON STOCK 3,877 9.30
9/22/2006 COMMON STOCK 500 9.31
9/25/2006 COMMON STOCK 200 9.12
9/25/2006 COMMON STOCK 260 9.14
9/25/2006 COMMON STOCK 18,176 9.15
9/25/2006 COMMON STOCK 2,600 9.16
9/25/2006 COMMON STOCK 11,253 9.17
9/25/2006 COMMON STOCK 4,200 9.18
9/25/2006 COMMON STOCK 3,200 9.19
9/25/2006 COMMON STOCK 3,606 9.20
9/25/2006 COMMON STOCK 200 9.21
9/25/2006 COMMON STOCK 391 9.22
9/25/2006 COMMON STOCK 4,400 9.23
9/26/2006 COMMON STOCK 400 9.0200
9/26/2006 COMMON STOCK 800 9.0486
9/26/2006 COMMON STOCK 5,667 9.0500
9/26/2006 COMMON STOCK 400 9.0600
9/26/2006 COMMON STOCK 500 9.0700
9/26/2006 COMMON STOCK 400 9.0775
9/26/2006 COMMON STOCK 800 9.0800
9/26/2006 COMMON STOCK 500 9.0940
9/26/2006 COMMON STOCK 1,000 9.0960
9/26/2006 COMMON STOCK 41,865 9.1000
9/26/2006 COMMON STOCK 700 9.1100
9/26/2006 COMMON STOCK 300 9.1200
9/26/2006 COMMON STOCK 2,100 9.1300
9/26/2006 COMMON STOCK 2,700 9.1400
9/26/2006 COMMON STOCK 9,900 9.1500
9/26/2006 COMMON STOCK 200 9.1600
9/26/2006 COMMON STOCK 200 9.1800
9/26/2006 COMMON STOCK 100 9.1900
9/26/2006 COMMON STOCK 4,000 9.1993
9/26/2006 COMMON STOCK 36,019 9.2000