UNIVERSAL TECHNICAL INSTITUTE INC — Director's Dealing 2010

Jun 10, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
CIK: 0001261654
Period of Report: 2010-06-01

Reporting Person: Turner Rhonda R (SVP People Services)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.0001 par value	7565	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right To Buy)	$23.25	2016-06-15	Common Stock, $0.0001 par value (1000)		Direct
Performance Shares	$0.00	2012-11-15	Common Stock, $0.0001 par value (865)		Direct

Footnotes

F1: All the shares listed were awarded in connection with a Restricted Stock Award Plan and have not yet met the vesting requirements.

F2: The options become exercisable in four equal installments beginning on June 15, 2007.

F3: 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 measurement periods on each of September 30, 2010, September 30, 2011 and September 30, 2012. Performance Shares will vest on each of November 15, 2010, November 15, 2011 and November 15, 2012. 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 each specific measurement period.