Christine Kline - 04 Dec 2023 Form 3/A - Amendment Insider Report for UNIVERSAL TECHNICAL INSTITUTE INC (UTI)

Role: Chief Accounting Officer
Signature: /s/ Christopher Kevane, attorney-in-fact for Christine Kline
Issuer symbol: UTI
Transactions as of: 04 Dec 2023
Net transactions value: $0
Form type: 3/A - Amendment
Filing time: 12 Dec 2023, 17:56:44 UTC
Date Of Original Report: 04 Dec 2023
Next filing: 13 Dec 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	UTI	Common Stock, $0.0001 par value						4,034	04 Dec 2023	Direct

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
holding	UTI	Restricted Stock Units							04 Dec 2023	Common Stock, $0.0001 par value	4,162		Direct	F1, F2
holding	UTI	Performance Units							04 Dec 2023	Common Stock, $0.0001 par value	3,485		Direct	F2, F3
holding	UTI	Performance Units							04 Dec 2023	Common Stock, $0.0001 par value	3,255		Direct	F2, F4
holding	UTI	Restricted Stock Units							04 Dec 2023	Common Stock, $0.0001 par value	1,162		Direct	F2, F5
holding	UTI	Restricted Stock Units							04 Dec 2023	Common Stock, $0.0001 par value	2,170		Direct	F2, F6
holding	UTI	Performance Units							04 Dec 2023	Common Stock, $0.0001 par value	3,134		Direct	F2, F7

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

Explanation of Responses:

Id	Content
F1	The restricted stock units vest in three equal annual installments beginning on December 8, 2023.
F2	Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.
F3	Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, 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 Company's 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.
F4	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.
F5	The restricted stock units vest in three equal annual installments beginning on 12/10/2021.
F6	The restricted stock units vest in three equal annual installments beginning on December 8, 2022.
F7	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.