UNIVERSAL TECHNICAL INSTITUTE INC — Director's Dealing 2024

Mar 7, 2024

SEC Form 4/A — Form 4/A

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)

Derivative Transactions

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

Footnotes

F1: 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").

F2: On December 26, 2023, the Reporting Persons filed an amendment (the "Amended Form 4") to the Form 4 filed by the Reporting Persons on December 19, 2023 (the "Initial Form 4"), in order to reflect the Adjusted Purchase Price (as defined below). The Initial Form 4 and the Amended Form 4 incorrectly referenced Transaction Code "S" instead of Transaction Code "D" in column 4 of Part II of each of the Initial Form 4 and the Amended Form 4 with respect to the sale of 33,300 Preferred Shares (the "Preferred Sale"). The Reporting Persons hereby amend the Initial Form 4 and the Amended Form 4 to reflect the correct Transaction Code "D" with respect to the Preferred Sale.

F3: Reflects the sale of 27,663 Preferred Shares 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 5,637 Preferred Shares by a separate account investment advisory client of CCM (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").

F4: 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.

F5: As noted in the Initial Form 4, the sale price was initially based on the volume-weighted average price (the "VWAP") of the Common Stock on the New York Stock Exchange (the "NYSE") reported on December 18, 2023 of $10.78 per share (the "Initial VWAP"), taking into account the Conversion Rate.

F6: As noted in the Initial Form 4, 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 (the "Subsequent VWAP") was greater than the Initial VWAP (up to a maximum of $13.00 per share), then the aggregate purchase price would be adjusted to reflect such difference (the "Adjusted Purchase Price").

F7: The Subsequent VWAP was $11.32. Accordingly, the Reporting Persons hereby amend the Initial Form 4 to reflect the Adjusted Purchase Price.

F8: 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 in the Initial Form 4.