UNIVERSAL TECHNICAL INSTITUTE INC — Director's Dealing 2023

Dec 13, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
CIK: 0001261654
Period of Report: 2023-12-08

Reporting Person: Anderson Troy R (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-08	Common Stock, $0.0001 par value	M	13179	—	Acquired	58839	Direct
2023-12-08	Common Stock, $0.0001 par value	F	3605	$11.88	Disposed	55234	Direct
2023-12-08	Common Stock, $0.0001 par value	M	19688	—	Acquired	74922	Direct
2023-12-08	Common Stock, $0.0001 par value	F	5385	$11.88	Disposed	69537	Direct
2023-12-10	Common Stock, $0.0001 par value	M	10258	—	Acquired	79795	Direct
2023-12-10	Common Stock, $0.0001 par value	F	2806	$11.88	Disposed	76989	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-08	Restricted Stock Units	$	M	13179	Disposed	2024-12-08	Common Stock, $0.0001 par value (13179)	Direct
2023-12-08	Restricted Stock Units	$0	M	19688	Disposed		Common Stock, $0.0001 par value (19688)	Direct
2023-12-08	Restricted Stock Units	$	A	32021	Acquired		Common Stock, $0.0001 par value (32021)	Direct
2023-12-08	Performance Units	$	A	60040	Acquired		Common Stock, $0.0001 par value (60040)	Direct
2023-12-10	Restricted Stock Units	$0	M	10258	Disposed		Common Stock, $0.0001 par value (10258)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.

F2: Shares withheld to satisfy tax liability for the vesting of restricted stock units granted on 12/08/2021.

F3: Shares withheld to satisfy tax liability for the vesting of restricted stock units granted on 12/8/2022.

F4: Shares withheld to satisfy tax liability for the vesting of restricted stock units granted on 12/10/2020.

F5: Share of Common Stock received from vesting of restricted stock units granted on 12/08/2021.

F6: Share of Common Stock received from vesting of restricted stock units granted on 12/8/2022.

F7: The restricted stock units vest in three equal installments beginning on December 8, 2024.

F8: 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, 2026 and 40% of which vest based on adjusted EBITDA for the fiscal year ending September 30, 2026.

F9: Shares of Common Stock received from vesting of restricted stock units granted on 12/10/2020.