UNIVERSAL TECHNICAL INSTITUTE INC — Director's Dealing 2023

Dec 19, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
CIK: 0001261654
Period of Report: 2023-12-18

Reporting Person: Coliseum Capital Management, LLC (N/A)
Reporting Person: Shackelton Christopher S (N/A)
Reporting Person: Coliseum Capital, LLC (N/A)
Reporting Person: COLISEUM CAPITAL PARTNERS, L.P. (N/A)
Reporting Person: Gray Adam (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-18	Common Stock, par value $0.0001 ("Common Stock")	C	12361681	—	Acquired	13290642	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-18	Series A Convertible Preferred Stock ("Preferred Shares")	$	S	33300	Disposed		Common Stock (1000000)	Indirect
2023-12-18	Preferred Shares	$	C	411644	Disposed		Common Stock (12361681)	Indirect

Footnotes

F1: Reflects the conversion into Common Stock of (a) 341,961 Preferred Shares held by Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser and (b) 69,683 Preferred Shares held by a separate account investment advisory client of CCM (the "Separate Account").

F2: Pursuant to their terms, the Preferred Shares convert into Common Stock at a rate of approximately 30.03 shares of Common Stock for each Preferred Share (the "Conversion Rate").

F3: Following the transactions reported herein, CCP holds 11,018,282 shares of Common Stock and the Separate Account holds 2,272,360 shares of Common Stock.

F4: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

F5: Reflects the sale of 27,663 Preferred Shares by CCP and 5,637 Preferred Shares by the Separate Account, in each case to the Issuer pursuant to a Preferred Stock Repurchase Agreement entered into by the Issuer, CCP and the Separate Account on December 18, 2023 (the "Repurchase Agreement").

F6: When issued, the Preferred Shares were only exercisable into a limited number of shares of Common Stock pursuant to the terms of the Certificate of Designations unless certain conditions were met, which have now been satisfied. The Series A Convertible Preferred Stock has no expiration date.

F7: The price was based on the volume-weighted average price (the "VWAP") of the Common Stock on the New York Stock Exchange (the "NYSE") on December 18, 2023 of $10.78 per share (the "Initial VWAP"), taking into account the Conversion Rate, subject to possible adjustment as described below.

F8: Under the terms of the Repurchase Agreement, if the VWAP of the Common Stock on the NYSE from and including December 19, 2023 to and including December 22, 2023 is greater than the Initial VWAP (up to a maximum of $13.00 per share), then the aggregate purchase price will be adjusted to reflect such difference. The Reporting Persons will amend this Form 4 to the extent there is an adjustment to the the purchase price of the Preferred Shares.

F9: After the sale pursuant to the Repurchase Agreement, CCP and the Separate Account held 341,961 and 69,683 Preferred Shares, respectively, which converted into Common Stock as described herein.