UNIVERSAL TECHNICAL INSTITUTE INC — Director's Dealing 2012

Mar 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
CIK: 0001261654
Period of Report: 2012-03-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-19	Common Stock, $0.0001 par value	M	12700	$4.397	Acquired	247494	Direct
2012-03-19	Common Stock, $0.0001 par value	S	12700	$13.603	Disposed	234794	Direct
2012-03-20	Common Stock, $0.0001 par value	M	12742	$4.397	Acquired	247536	Direct
2012-03-20	Common Stock, $0.0001 par value	S	12742	$13.443	Disposed	234794	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-19	Employee Stock Option (Right To Buy)	$4.397	M	12700	Disposed	2012-04-02	Common Stock, $0.0001 par value (12700)	Direct
2012-03-20	Employee Stock Option (Right To Buy)	$4.397	M	12742	Disposed	2012-04-02	Common Stock, $0.0001 par value (12742)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.0001 par value	707	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 August 2, 2011.

F2: Listed price is based on an average stock price with the price ranging between $13.36 - $13.76.

F3: Listed price is based on an average stock price with the price ranging between $13.38 - $13.63.