UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
Ultralife Corporation
(Name of Issuer)
COMMON STOCK, par value $.10
(Title of Class of Securities)
903899102
(CUSIP Number)
Bradford T. Whitmore
5215 Old Orchard Road
Suite 620
Skokie, IL 60077
Telephone: (847) 733-1230
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 3, 2024
(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. [ ]
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 8 Pages
1. Names of Reporting Person
GRACE BROTHERS, LP
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 Limited Partnership
7 Sole Voting Power
Number of 518,616 shares
Shares 8 Shared Voting Power
Beneficially 0
Owned by
Each
Reporting 9 Sole Dispositive Power
Person 518,616 shares
With 10 Shared Dispositive Power
0
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)
3.1%
14. Type of Reporting Person (See instructions)
PN
3
Schedule 13D/A
CUSIP No. 903899102 Page 3 of 8 Pages
1. Names of Reporting Person
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:
Number of 205,915 shares
Shares 8 Shared Voting Power: 4,452,283 shares
Beneficially (as the manager of Whitmore Holdings, LLC, which is the
Owned by sole member of SUNRAY I, LLC, the holder of the
Each shares)
Reporting
Person Shared Voting Power: 1,020,927 shares
With (as the manager of Whitmore Holdings, LLC, the holder of
the shares)
Shares Voting Power: 518,616 shares
(as the manager of Whitmore Holdings, LLC, which is the
general partner of Grace Brothers, LP, the holder of the
shares)
9 Sole Dispositive Power: 205,915 shares
10 Shared Dispositive Power: 4,452,283 shares
(as the manager of Whitmore Holdings, LLC, which is the
sole member of SUNRAY I, LLC, the holder of the shares)
Shared Dispositive Power: 1,020,927 shares
(as the manager of Whitmore Holdings, LLC, the holder of
the shares)
Shared Dispositive Power: 518,616 shares (as the manager of
Whitmore Holdings, LLC, which is the general partner of
Grace Brothers, LP, the holder of the shares)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
6,197,741 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)
37.3%
14. Type of Reporting Person (See instructions)
IN
4
Schedule 13D/A
CUSIP No. 903899102 Page 4 of 8 Pages
1. Names of Reporting Person
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
7 Sole Voting Power: 4,452,283 shares
Number of
Shares
Beneficially
Owned by 8 Shared Voting Power: 0
Each
Reporting
Person 9 Sole Dispositive Power: 4,452,283
With
10 Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
4,452,283 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)
26.8%
14. Type of Reporting Person (See instructions)
OO
5
Schedule 13D/A
CUSIP No. 903899102 Page 5 of 8 Pages
1. Names of Reporting Person
Whitmore Holdings, 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
Tennessee
7 Sole Voting Power: 1,020,927 shares
Number of
Shares
Beneficially 8 Shared Voting Power: 4,452,283 shares (as the sole
Owned by member of SUNRAY I, LLC, the holder of the shares)
Each
Reporting Shared Voting Power: 518,616 shares (as the
Person general partner of Grace Brothers, LP, the holder
With of the shares)
9 Sole Dispositive Power: 1,020,927 shares
10 Shared Dispositive Power: 4,452,283 shares (as the
sole member of SUNRAY I, LLC, the holder of the
shares)
Shared Dispositive Power: 518,616 shares (as the
general partner of Grace Brothers, LP, the holder
of the shares)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
5,991,826 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)
36.0%
14. Type of Reporting Person (See instructions)
OO
6
Schedule 13D/A
CUSIP No. 903899102 Page 6 of 8 Pages
1. Names of Reporting Person
Bradford Whitmore Trust
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
Tennessee
7 Sole Voting Power: 0
Number of
Shares
Beneficially 8 Shared Voting Power: 4,452,283 shares (as the sole
Owned by member of Whitmore Holdings, LLC, which is the sole
Each member of SUNRAY I, LLC, the holder of the shares)
Reporting
Person Shared Voting Power: 518,616 shares (as the sole
With member of Whitmore Holdings, LLC, which is the
general partner of Grace Brothers, LP)
Shared Voting Power: 1,020,927 shares (as the sole
member of Whitmore Holdings, LLC, the holder of the
shares)
9 Sole Dispositive Power: 0
10 Shared Dispositive Power: 4,452,283 shares (as the
sole member of Whitmore Holdings, LLC, which is the
sole member of SUNRAY I, LLC, the holder of the
shares)
Shared Dispositive Power: 518,616 shares (as the
sole member of Whitmore Holdings, LLC, which is
the general partner of Grace Brothers, LP)
Shared Dispositive Power: 1,020,927 shares (as the
sole member of Whitmore Holdings, LLC, the holder
of the shares)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
5,991,826 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)
36.0%
14. Type of Reporting Person (See instructions)
OO
7
Page 7 of 8 Pages
The undersigned hereby amends its Schedule 13D as most
recently amended on October 29, 2020 relating to the common
stock ("Common Stock") of Ultralife Corporation (the
"Issuer"). Grace Brothers, LP, Bradford T. Whitmore, SUNRAY
I, LLC, Whitmore Holdings, LLC and Bradford Whitmore Trust
are collectively referred to in this Amendment No. 9 as the
"Filers".
Effective September 3, 2024, in connection with estate
planning activities, Bradford T. Whitmore transferred various
direct and indirect interests in the Common Stock of the
Issuer to Whitmore Holdings, LLC and Bradford Whitmore Trust.
In addition, BRO-GP, LLC is no longer a general partner of
Grace Brothers, LP and is no longer a reporting person
included as a Filer herein. This amendment to Schedule 13D
is filed to update the beneficial ownership listed in the
previously filed Schedule 13D, as amended, to reflect the
applicable transfers.
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. This schedule is filed by Grace Brothers, LP, a
Delaware limited partnership ("Grace"), Bradford T. Whitmore
("Whitmore"), SUNRAY I, LLC, a Delaware limited liability
company ("SLLC"), Whitmore Holdings, LLC, a Tennessee limited
liability company("WHLLC"), and Bradford Whitmore Trust, a
trust formed under the laws of the State of Tennessee
("Whitmore Trust" and, collectively with Grace, Whitmore, SLLC
and WHLLC, the "Filers"). Whitmore is the sole Trustee of the
Bradford Whitmore Trust, and the manager of WHLLC and SLLC.
WHLCC is the sole member of SLLC and the general partner of Grace.
b. The business address of Grace, and Whitmore is 5215 Old Orchard
Road, Ste 620, Skokie, IL 60077. The business address of SLLC,
WHLLC and Whitmore Trust is 4615 Churchwood Drive, Nashville, TN
37220.
c. The principal business of Grace is to purchase, sell,
invest, and trade in securities. The principal business of
WHLLC is that of being a holding company for various interests.
Whitmore's principal occupation is that of being trustee of
Whitmore Trust and manager of WHLLC and SLLC. The principal
business of SLLC is to hold shares of the Issuer's Common Stock.
The principal business of Whitmore Trust is to own WHLLC and other
assets.
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. Grace is a Delaware limited partnership. Whitmore is a
citizen of the United States. SLLC is a Delaware limited
liability company. WHLLC is a Tennessee limited liability
company. Whitmore Trust was formed under the laws of the
State of Tennessee.
8
Page 8 of 8 Pages
Item 5. Interest in Securities of the Issuer
(a,b) Regarding aggregate beneficial ownership, see Row 11 of
the cover page of each Filer. Regarding percentage of beneficial
ownership, see Row 13 of the cover page of each Filer. Regarding
sole power to vote shares, see Row 7 of the cover page of each
Filer. Regarding shared power to vote shares, see Row 8 of the
cover page of each Filer. Regarding sole power to dispose of
shares, see Row 9 of the cover page of each Filer. Regarding
shared power to dispose of shares, see Row 10 of the cover page
of each Filer. The percentage listed in Row 13 for the Filer
was calculated based on 16,623,347 shares of Common Stock reported
to be outstanding on July 22, 2024, as set forth in the Issuer's
Current Report on Form 10-Q for the three months ended June 30,
2024 filed with the Securities and Exchange Commission.
(c) No transactions were effected by the Filers during the
past sixty days.
(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
Item 7. Materials to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by adding the
following:
Exhibit No. Description
99 Joint Filing Agreement
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 3, 2024
Grace Brothers, LP.
By: Whitmore Holdings, LLC
Its: General Partner
/s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: Manager
Bradford T. Whitmore
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
SUNRAY I, LLC
By: Whitmore Holdings, LLC
Its: Manager
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: Manager
Whitmore Holdings, LLC
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: Manager
Bradford Whitmore Trust
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: Trustee
Exhibit 99
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, the undersigned hereby agree that only one statement
containing the information required by Schedule 13D need be file
with respect to the ownership by each of the undersigned of
shares of Common Stock of Ultralife Corporation.
Dated: September 3, 2024
Grace Brothers, LP.
By: Whitmore Holdings, LLC
Its: General Partner
/s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: Manager
Bradford T. Whitmore
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
SUNRAY I, LLC
By: Whitmore Holdings, LLC
Its: Manager
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: Manager
Whitmore Holdings, LLC
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: Manager
Bradford Whitmore Trust
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: Trustee