R. Anderson - Dec 8, 2022 Form 4/A - Amendment Insider Report for UNIVERSAL TECHNICAL INSTITUTE INC (UTI)

Role
EVP and CFO
Signature
/s/ Troy Anderson, by Christopher Kevane, as Attorney-in-Fact
Stock symbol
UTI
Transactions as of
Dec 8, 2022
Transactions value $
$0
Form type
4/A - Amendment
Date filed
1/10/2023, 06:31 PM
Date Of Original Report
Dec 12, 2022
Previous filing
Jan 24, 2022
Next filing
Dec 13, 2022

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 +84.9K +65.87% $0.00 214K Dec 8, 2022 Common Stock, $0.0001 par value 84.9K $0.00 Direct F1
transaction UTI Restricted Stock Units Award $0 +59.1K +103.45% $0.00 116K Dec 8, 2022 Common Stock, $0.0001 par value 59.1K $0.00 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, 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.