UNIVERSAL TECHNICAL INSTITUTE INC — Director's Dealing 2022

Jan 19, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
CIK: 0001261654
Period of Report: 2022-01-13

Reporting Person: Fesperman Bart (SVP Chief Commercial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-13	Common Stock, $0.0001 par value	M	975	—	Acquired	7119	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-13	Performance Units	$	M	975	Disposed	2022-09-15	Common Stock, $0.0001 par value (975.0)	Direct

Footnotes

F1: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001, 60% of which vested based on revenue and 40% of which vested based on income from operations for the fiscal year ending September 30, 2021, the sum of which was adjusted by a compound annual total shareholder return ("TSR") modifier. For purposes of determining the TSR, the change in the price of the Company's common stock was based upon the 30-trading day average closing stock price (i) ending on and including January 7, 2020, and (ii) ending on and including the last day of the Performance Period, or January 6, 2022. The number of shares delivered is equal to 8.6% performance achievement pursuant to the terms of the award and was approved by the Compensation Committee of the Board of Directors on January 13, 2022 per the terms of the award.