UNIVERSAL TECHNICAL INSTITUTE INC — Director's Dealing 2022

Dec 13, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
CIK: 0001261654
Period of Report: 2022-12-08

Reporting Person: Hitchcock Todd A (SVP Chief Strategy & Transform)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-08	Performance Units	$	A	39194	Acquired		Common Stock, $0.0001 par value (39194.0)	Direct
2022-12-08	Restricted Stock Units	$	A	26098	Acquired		Common Stock, $0.0001 par value (26098.0)	Direct

Footnotes

F1: 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, 2025 and 40% of which vest based on adjusted EBITDA for the fiscal year ending September 30, 2025, 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) immediately preceding and through grant date, and (ii) immediately preceding and through the 3rd anniversary of grant date (ending price). 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.

F2: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F3: The restricted stock units vest in three equal annual installments beginning on December 8, 2023.