UNIVERSAL TECHNICAL INSTITUTE INC — Director's Dealing 2011

Jan 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
CIK: 0001261654
Period of Report: 2011-01-14

Reporting Person: MCWATERS KIMBERLY J (Director, President, Chief Exec Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-14	Common Stock, $0.0001 par value	M	58544	$4.37	Acquired	203821	Direct
2011-01-14	Common Stock, $0.0001 par value	S	18544	$19.50	Disposed	185277	Direct
2011-01-14	Common Stock, $0.0001 par value	S	20000	$19.363	Disposed	165277	Direct
2011-01-14	Common Stock, $0.0001 par value	S	20000	$19.369	Disposed	145277	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-14	Employee Stock Option (Right To Buy)	$4.3966	M	58544	Disposed	2012-04-02	Common Stock, $0.0001 par value (58544)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.0001 par value	1878	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 10, 2010.

F2: Listed price is based on an average stock price with the price ranging between $19.20 - $19.50.

F3: Listed price is based on an average stock price with the price ranging between $19.18 - $19.50.