UNIVERSAL TECHNICAL INSTITUTE INC — Director's Dealing 2020

Sep 17, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
CIK: 0001261654
Period of Report: 2020-09-15

Reporting Person: Fesperman Bart (SVP Chief Commercial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-15	Common Stock, $0.0001 par value	A	11332	—	Acquired	11332	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-15	Performance Units	$	A	21248	Acquired	2022-09-15	Common Stock, $0.0001 par value (21248.0)	Direct

Footnotes

F1: One third of the restricted stock units approved by the Board of Directors shall vest on each anniversary of the grant date.

F2: Each performance unit represents a contingent right to receive one share of the Company's common stock, 60% of which vest based on revenue for the fiscal year ending September 30, 2021 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2021, 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 Company's 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.