UNIVERSAL TECHNICAL INSTITUTE INC — Director's Dealing 2022

Jun 18, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
CIK: 0001261654
Period of Report: 2022-06-15

Reporting Person: Coliseum Capital Management, LLC (Director, 10% Owner)
Reporting Person: Shackelton Christopher S (Director, 10% Owner)
Reporting Person: Coliseum Capital, LLC (Director, 10% Owner)
Reporting Person: COLISEUM CAPITAL PARTNERS, L.P. (Director, 10% Owner)
Reporting Person: Gray Adam (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-06-15	Series A Convertible Preferred Stock	$	J	20324	Disposed		Common Stock (610330)	Indirect
2022-06-15	Series A Convertible Preferred Stock	$	J	20324	Acquired		Common Stock (610330)	Indirect

Footnotes

F1: The conversion rate in effect at any applicable time for conversion of each share of Series A Convertible Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"), into common stock will be the quotient obtained by dividing the liquidation preference then in effect by the conversion price then in effect, plus cash in lieu of fractional shares. The initial liquidation preference is $100 per share and the initial conversion price is $3.33 per share.

F2: Consists of (a) 10,162 shares that were transferred by Christopher Shackelton ("Shackelton") and trusts established for the benefit Shackleton's descendants and (b) 10,162 shares that were transferred by Adam Gray ("Gray"), his spouse and trusts established for the benefit Gray's descendants, in each case to Coliseum Capital Partner, L.P. ("CCP") in exchange for interests in CCP, based on a five-day, volume-weighted average price of the Issuer's common stock (the "Common Shares") of $8.15.

F3: When issued, the Series A Preferred Stock was immediately exercisable with respect to 1,214,791 Common Shares. The Series A Preferred Stock was convertible into 19,806,230 additional Common Shares only after Regulatory Approval (as such term is defined in the Certificate of Designations of the Series A Preferred Stock) has been obtained. The Series A Preferred Stock has no expiration date.

F4: (Continued from Footnote 3) The Board of Directors of the Issuer has determined that, as to the shares of Series A Preferred Stock held by the Reporting Persons, no Regulatory Approval is required prior to the Reporting Persons (A) converting a number of shares of Series A Preferred Stock into Common Shares provided that the number of Common Shares issued pursuant to such conversion, in the aggregate, is less than or equal to 9.9% of the number of Common Shares outstanding on an as converted basis on September 14, 2020, and (B) voting a number of shares of Series A Preferred Stock provided that the voting power of such shares of Series A Preferred Stock and any Common Shares issued upon conversion of such shares of Series A Preferred Stock is less than or equal to 9.9% of the voting power of the Common Shares on September 14, 2020 (the foregoing limitations, the "Continuing Caps").

F5: (Continued from Footnote 4) Regulatory Approval will continue to be required for, and the Continuing Caps will remain in place with respect to, the shares of Series A Preferred Stock acquired by the Reporting Persons to the extent such shares, on an as converted basis, represent in excess of 9.9% of the Common Shares and voting power as of September 14, 2020. Accordingly, an amount of Series A Preferred Stock held by the Reporting Persons, which would be convertible into 8,052,142 Common Shares, remain subject to the Continuing Caps, and may not be converted or voted without receipt of Regulatory Approval or a further good faith determination by the Issuer that such Regulatory Approval is not required. The Reporting Persons have the right to request that such approval or a good faith determination that such approval is not required at any time.

F6: Following the transaction reported herein, Mr. Gray and Mr.Shackelton each hold zero shares of Series A Preferred Stock, CCP holds 369,624 shares of Series A Preferred Stock and a separate account (the "Separate Account") investment advisory client of Coliseum Capital Management, LLC ("CCM") holds 75,320 shares of Series A Preferred Stock. CCP is an investment limited partnership of which Coliseum Capital, LLC ("CC") is general partner and for which CCM serves as investment adviser.