UNIVERSAL TECHNICAL INSTITUTE INC — Director's Dealing 2019

Sep 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
CIK: 0001261654
Period of Report: 2019-09-17

Reporting Person: MCWATERS KIMBERLY J (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-17	Common Stock, $0.0001 par value	M	72480	—	Acquired	695307	Direct
2019-09-17	Performance Cash	M	254400	$0.00	Acquired	695307	Direct
2019-09-17	Performance Cash	D	254400	$0.00	Disposed	695307	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-17	Performance Units	$	M	72480	Disposed	2019-09-13	Common Stock (72480)	Direct
2019-09-17	Performance Cash	$	M		Disposed	2019-09-13	Cash ()	Direct

Holdings (Non-Derivative)

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

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 of shares delivered is less than the maximum number of shares that may be delivered pursuant to the award.

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 delivered is less than the maximum amount of cash that may be delivered pursuant to the award.

F3: Performance Cash is settled solely in cash upon vesting. Therefore, the amount of securities beneficially owned following the reported transaction did not change.