UNIVERSAL TECHNICAL INSTITUTE INC — Director's Dealing 2011

Nov 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
CIK: 0001261654
Period of Report: 2011-11-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-15	Common Stock, $0.0001 par value	M	785	$14.37	Acquired	237874	Direct
2011-11-15	Common Stock, $0.0001 par value	F	327	$14.37	Disposed	237547	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-15	Performance Shares	$0.00	M	785	Disposed	2012-11-15	Common Stock, $0.0001 par value (785)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.0001 par value	707	Indirect

Footnotes

F1: The Compensation Committee approved a 25% payout of the second tranche of performance units based on UTI's relative total shareholder return as measured on September 30, 2011.

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, 2011.