Lori B. Smith - Dec 14, 2023 Form 4 Insider Report for UNIVERSAL TECHNICAL INSTITUTE INC (UTI)

Signature
/s/ Christopher Kevane, attorney-in-fact for Lori B Smith
Stock symbol
UTI
Transactions as of
Dec 14, 2023
Transactions value $
-$25,654
Form type
4
Date filed
12/18/2023, 06:53 PM
Previous filing
Dec 13, 2023

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 +8.42K +17.07% $0.00 57.7K Dec 14, 2023 Direct
transaction UTI Common Stock, $0.0001 par value Tax liability -$25.7K -2.35K -4.06% $10.94 55.4K Dec 14, 2023 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 -8.42K -100% $0.00* 0 Dec 14, 2023 Common Stock, $0.0001 par value 8.42K Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares withheld to satisfy tax liability for the vesting of performance units granted on 12/10/2020.
F2 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.