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

Role: SVP Chief Information Officer
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.

Content

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

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.