R. Anderson - Dec 8, 2021 Form 4 Insider Report for UNIVERSAL TECHNICAL INSTITUTE INC (UTI)

Role
EVP and CFO
Signature
/s/ Christopher Kevane, attorney-in-fact for Troy R. Anderson
Stock symbol
UTI
Transactions as of
Dec 8, 2021
Transactions value $
$0
Form type
4
Date filed
12/10/2021, 04:14 PM
Next filing
Dec 17, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction UTI Performance Units Award $0 +74.1K +66.06% $0.00 186K Dec 8, 2021 Common Stock, $0.0001 par value 74.1K Direct F1
transaction UTI Restricted Stock Units Award $0 +39.5K +77.2% $0.00 90.8K Dec 8, 2021 Common Stock, $0.0001 par value 39.5K Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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, 2024 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2024, 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) 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.
F2 Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.
F3 The restricted stock units vest in three equal annual installments beginning on December 8, 2022.

Remarks:

EXHIBIT LIST: EX-24 Power of Attorney for: /s/ Christopher Kevane, attorney-in-fact for Troy R Anderson