| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | UTI | Series A Convertible Preferred Stock ("Preferred Shares") | Sale | -$11.3M | -33.3K | -7.48% | $339.94* | 412K | Dec 18, 2023 | Common Stock | 1M | See Footnote | F1, F2, F3, F4, F5, F6, F7 |
| Id | Content |
|---|---|
| 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 | 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"). |
| F3 | 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. |
| F4 | As noted in the Form 4 filed by the Reporting Persons on December 19, 2023 (the "Prior Form 4"), the sale price was 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. |
| F5 | As noted in the the Prior 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"). |
| F6 | The Subsequent VWAP was $11.32. Accordingly, the Reporting Persons hereby amend the Prior Form 4 to reflect the Adjusted Purchase Price. |
| F7 | 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 Prior Form 4. |
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. Shackelton is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM, CC, CCP and Gray.