R. Anderson - 08 Dec 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
Issuer symbol
UTI
Transactions as of
08 Dec 2022
Transactions value $
$0
Form type
4/A - Amendment
Filing time
10 Jan 2023, 18:31:15 UTC
Date Of Original Report
12 Dec 2022
Previous filing
24 Jan 2022
Next filing
13 Dec 2022
SEC
View on sec.gov

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 08 Dec 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 08 Dec 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.