Christopher Kevane - 14 Dec 2023 Form 4 Insider Report for UNIVERSAL TECHNICAL INSTITUTE INC (UTI)

Role: SVP Chief Legal Officer
Signature: /s/ Christopher E. Kevane
Issuer symbol: UTI
Transactions as of: 14 Dec 2023
Net transactions value: -$40,084
Form type: 4
Filing time: 18 Dec 2023, 18:51:38 UTC
Previous filing: 13 Dec 2023
Next filing: 10 Dec 2024
SEC: View on sec.gov

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	+13,154	+35%	$0.000000	51,073	14 Dec 2023	Direct
transaction	UTI	Common Stock, $0.0001 par value	Tax liability	$40,084	-3,664	-7.2%	$10.94	47,409	14 Dec 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	-13,154	-100%	$0.000000^*	0	14 Dec 2023	Common Stock, $0.0001 par value	13,154		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.