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: 2023-12-14

Reporting Person: Smith Lori B (SVP Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-14	Common Stock, $0.0001 par value	M	8419	—	Acquired	57732	Direct
2023-12-14	Common Stock, $0.0001 par value	F	2345	$10.94	Disposed	55387	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-14	Performance Units	$	M	8419	Disposed	2023-12-10	Common Stock, $0.0001 par value (8419)	Direct

Footnotes

F1: Shares withheld to satisfy tax liability for the vesting of performance units granted on 12/10/2020.

F2: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, 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.