Form Type: 4/A

SEC EDGAR Link
Accession Number:0001261654-23-000023
Date:2022-12-08
Issuer: UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
Original Submission Date:2022-12-12

Reporting Person:

SMITH SHERRELL
4225 E. WINDROSE DRIVE
SUITE 200 PHOENIX, AZ 85032

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
PERFORMANCE UNITS 0.0 2022-12-08 deemed execution date A 45,700 (a) common stock, $0.0001 par value 45,700 $0.00 129,436 direct
RESTRICTED STOCK UNITS 0.0 2022-12-08 deemed execution date A 32,490 (a) 2024-12-08 common stock, $0.0001 par value 32,490 $0.00 68,869 direct
Footnotes
IDfootnote
f1 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, 2025 and 40% of which vest based on adjusted ebitda for the fiscal year ending september 30, 2025, 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 uti common stock is based upon the 30-trading day average closing stock price (i) immediately preceding and through grant date, and (ii) immediately preceding and through the 3rd anniversary of grant date (ending price). 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.
f2 each restricted stock unit represents a contingent right to receive one share of common stock.
f3 the restricted stock units vest in three equal annual installments beginning on december 8, 2023.
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