UNIVERSAL TECHNICAL INSTITUTE INC — Director's Dealing 2010

Sep 15, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
CIK: 0001261654
Period of Report: 2010-09-14

Reporting Person: Freed Chad Allen (General Counsel, SVP Bus Dev)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-14	Common Stock, $0.0001 par value	A	8389	$0.00	Acquired	27625	Direct
2010-09-14	Common Stock, $0.0001 par value	A	280	$0.00	Acquired	27905	Direct
2010-09-14	Common Stock, $0.0001 par value	F	89	$17.88	Disposed	27816	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-14	Performance Shares	$0.00	A	1845	Acquired	2013-11-15	Common Stock, $0.0001 par value (1845)	Direct

Footnotes

F1: The Board of Directors approved the grant on September 14, 2010. The restricted stock vests in four annual equal installments.

F2: On September 14, 2010, the Board of Directors of Universal Technical Institute determined that the performance criteria relating to $5,000 in previously issued performance units was achieved. The performance units were settled in stock based upon the closing price of UTI's common stock on September 14, 2010.

F3: Vesting of Performance Units granted on 6/2/2009, shares withheld to satisfy tax liability.

F4: The Board of Directors approved the grant on September 14, 2010. Each Performance Share represents a contingent right to receive one share of Universal Technical Institute, Inc. common stock. The Performance Shares vest upon achievement of certain performance criteria based on total shareholder return, with a measurement period starting October 1, 2010 - September 30, 2013. Performance Shares will vest on November 15, 2013. The actual number of shares of common stock issued at the time of vesting can range from 0% to 200% depending on the total shareholder return achieved in the measurement period.