UNIVERSAL TECHNICAL INSTITUTE INC — Director's Dealing 2020

Dec 15, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
CIK: 0001261654
Period of Report: 2020-12-10

Reporting Person: Smith Sherrell (EVP, Campus Ops & Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-11	Common Stock, $0.0001 par value	M	12328	—	Acquired	161038	Direct
2020-12-11	Common Stock, $0.0001 par value	F	5409	$6.22	Disposed	155629	Direct
2020-12-11	Common Stock, $0.0001 par value	M	13037	—	Acquired	168666	Direct
2020-12-11	Common Stock, $0.0001 par value	F	5795	$6.33	Disposed	162871	Direct
2020-12-11	Performance Cash	M	44063	—	Acquired	162871	Direct
2020-12-11	Performance Cash	D	44063	—	Disposed	162871	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-10	Restricted Stock Units	$	A	23556	Acquired	2023-12-10	Common Stock, $0.0001 par value (23556.0)	Direct
2020-12-10	Performance Units	$	A	42501	Acquired	2023-12-10	Common Stock, $0.0001 par value (42501.0)	Direct
2020-12-11	Restricted Stock Units	$	M	12328	Disposed	2020-12-05	Common Stock, $0.0001 par value (12328.0)	Direct
2020-12-11	Performance Units	$	M	13037	Disposed	2020-12-05	Common Stock, $0.0001 par value (13037.0)	Direct
2020-12-11	Performance Cash	$	M	44063	Disposed	2020-12-05	Performance Cash (44063.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.0001 par value	19661	Indirect

Footnotes

F1: Shares withheld to satisfy tax liability for the vesting of restricted stock units granted on 12/5/2017.

F2: Shares withheld to satisfy tax liability for the vesting of performance units granted on 12/5/2017.

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

F4: Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.

F5: The restricted stock units vest in three equal annual installments beginning on December 10, 2021.

F6: Each performance unit represents a contingent right to receive one share of the UTI Common Stock, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the UTI Common Stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

F7: Vesting of restricted stock units granted on 12/5/2017.

F8: Each performance unit represents a contingent right to receive one share of the UTI Common Stock, which vests based on the 3-year compound annual total shareholder return ("TSR"). For purposes of determining the TSR, the change in the price of the UTI Common Stock is based upon the 30-trading day average closing 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 equal to 141% performance achievement pursuant to the terms of the award.

F9: Represents a contingent right to receive cash, which vests based on the 3-year compound annual TSR. For purposes of determining the TSR, the change in the price of the UTI Common Stock is based upon the 30-trading day average closing price (i) immediately preceding the grant date at the beginning of the performance period, and (ii) immediately preceding the third anniversary of the grant date at the end of the performance period. The amount delivered is equal to 141% performance achievement pursuant to the terms of the award.