UNIVERSAL TECHNICAL INSTITUTE INC — Director's Dealing 2010

Nov 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
CIK: 0001261654
Period of Report: 2010-11-15

Reporting Person: Crain Richard (SVP, Marketing and Strategy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-15	Common Stock, $0.0001 par value	M	358	$19.64	Acquired	24856	Direct
2010-11-15	Common Stock, $0.0001 par value	F	113	$19.64	Disposed	24743	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-15	Performance Shares	$0.00	M	358	Disposed	2012-11-15	Common Stock, $0.0001 par value (358)	Direct

Footnotes

F1: The Compensation Committee approved a 50% payout of the first tranche of performance units based on UTI's relative total shareholder return as measured on September 30, 2010.

F2: Shares withheld to satisfy tax liability.

F3: Amount reduced by the unearned performance shares forfeited due to UTI's relative total shareholder return as measured on September 30, 2010.