Jami J. Frazier - Dec 8, 2022 Form 4 Insider Report for UNIVERSAL TECHNICAL INSTITUTE INC (UTI)

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	+39.2K		$0.00	39.2K	Dec 8, 2022	Common Stock, $0.0001 par value	39.2K		Direct	F1
transaction	UTI	Restricted Stock Units	Award	$0	+20.9K		$0.00	20.9K	Dec 8, 2022	Common Stock, $0.0001 par value	20.9K		Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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, 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.