UNIVERSAL TECHNICAL INSTITUTE INC — Director's Dealing 2016

Jun 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
CIK: 0001261654
Period of Report: 2016-06-24

Reporting Person: Coliseum Capital Management, LLC (10% Owner)
Reporting Person: Shackelton Christopher S (10% Owner)
Reporting Person: Coliseum Capital, LLC (10% Owner)
Reporting Person: COLISEUM CAPITAL PARTNERS, L.P. (10% Owner)
Reporting Person: Coliseum Capital Partners II, L.P. (10% Owner)
Reporting Person: Coliseum Holdings I, LLC (10% Owner)
Reporting Person: Coliseum Capital Co-Invest, L.P. (10% Owner)
Reporting Person: Gray Adam (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-24	Series A Preferred Stock	$	P	700000	Acquired		Common Stock (21021021)	Indirect

Footnotes

F1: The conversion rate in effect at any applicable time for conversion of each share of Series A Preferred Stock into common stock will be the quotient obtained by dividing the liquidation preference then in effect by the conversion price then in effect, plus cash in lieu of fractional shares. The initial liquidation preference is $100 per share and the initial conversion price is $3.33 per share.

F2: The Series A Preferred Stock is immediately exercisable with respect to 1,214,791 shares of the Issuer's common stock (the "Common Shares"). The Series A Preferred Stock is convertible into 19,806,230 additional Common Shares only after Regulatory Approval (as such term is defined in the Certificate of Designations of the Series A Preferred Stock) is obtained. The Series A Preferred Stock has no expiration date.

F3: These securities are held directly by Coliseum Holdings I, LLC ("CH1"). These shares are indirectly beneficially owned by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, (c) Coliseum Capital Co-Invest, L.P. ("CCC" and, together with CCP and CCP2, the "Funds"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser and (d) a separate account investment advisory client of CCM (the "Separate Account"). CCM is the non-member manager of CH1.

F4: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, the Separate Account, CH1, the Funds, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

F5: Following the transactions reported herein, CCP, CCP2, CCC and the Separate Account indirectly beneficially owned 349,300, 97,240, 122,140 and 131,320 shares of Series A Preferred Stock, respectively.