UNIVERSAL TECHNICAL INSTITUTE INC — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
CIK: 0001261654
Period of Report: 2015-12-31

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: Gray Adam (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-31	Common Stock	P	50094	$4.59	Acquired	3097724	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2400	Indirect
Common Stock	39075	Indirect

Footnotes

F1: The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.36 to $4.65, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: These securities are held directly 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" and, together with CCP, the "Funds"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3: 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, CCP, CCP2, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

F4: Following the transactions reported herein, CCP, CCP2 and the Separate Account directly owned 1,874,313, 480,170 and 743,241 shares of common stock, respectively.

F5: These securities are beneficially owned solely and directly by Shackelton.

F6: These securities are beneficially owned solely by Shackelton and consist of (a) 28,875 shares held by Shackelton's spouse and (b) 10,200 shares held by trusts for the benefit of Shackelton's descendants. Shackelton disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.