Todd A. Hitchcock - Jan 13, 2022 Form 4 Insider Report for UNIVERSAL TECHNICAL INSTITUTE INC (UTI)

Role: SVP Chief Strategy & Transform
Signature: /s/ Christopher Kevane, attorney-in-fact for Todd A. Hitchcock
Stock symbol: UTI
Transactions as of: Jan 13, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/18/2022, 05:26 PM
Previous filing: Jan 11, 2022
Next filing: Jan 24, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UTI	Common Stock, $0.0001 par value	Options Exercise	$0	+993	+10.61%	$0.00	10.3K	Jan 13, 2022	Direct	F1

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	Options Exercise	$0	-993	-100%	$0.00^*	0	Jan 13, 2022	Common Stock, $0.0001 par value	993		Direct	F1

* 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 Company's Common Stock, $0.0001, 60% of which vested based on revenue and 40% of which vested based on income from operations for the fiscal year ended September 30, 2021, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier. For purposes of determining the TSR, the change in the price of the Company's common stock was based upon the 30-trading day average closing stock price (i) ending on and including the grant date of January 7, 2020, and (ii) ending on and including the last day of the Performance Period, or January 6, 2022. The number of shares delivered is equal to 8.6% performance achievement pursuant to the terms of the award and was approved by the Compensation Committee of the Board of Directors on January 13, 2022 per the terms of the award.

Content

Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001, 60% of which vested based on revenue and 40% of which vested based on income from operations for the fiscal year ended September 30, 2021, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier. For purposes of determining the TSR, the change in the price of the Company's common stock was based upon the 30-trading day average closing stock price (i) ending on and including the grant date of January 7, 2020, and (ii) ending on and including the last day of the Performance Period, or January 6, 2022. The number of shares delivered is equal to 8.6% performance achievement pursuant to the terms of the award and was approved by the Compensation Committee of the Board of Directors on January 13, 2022 per the terms of the award.