UNIVERSAL TECHNICAL INSTITUTE INC — Director's Dealing 2017

Sep 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
CIK: 0001261654
Period of Report: 2017-09-13

Reporting Person: Turner Rhonda R (SVP People Services)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-13	Performance Units	$	A	17095	Acquired	2019-09-13	Common Stock (17095)	Direct
2017-09-13	Cash Units	$	A		Acquired	2019-09-13	Cash ()	Direct

Footnotes

F1: Each performance unit represents a contingent right to receive one share of the Company's common stock, which vests based on the 2-year compound annual total shareholder return ("TSR"). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) immediately preceding the grant date at the beginning of the performance period, and (ii) immediately preceding the second anniversary of the grant date at the end of the performance period. The number represents the maximum number of shares that may be delivered pursuant to the award, which is 150% of the target number of shares.

F2: Represents a contingent right to receive cash, which vests based on the 2-year compound annual TSR. For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) immediately preceding the grant date at the beginning of the performance period, and (ii) immediately preceding the second anniversary of the grant date at the end of the performance period. The amount represents the maximum amount of cash that may be delivered pursuant to the award, which is 150% of the target amount of cash.