SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MCWATERS KIMBERLY J

(Last)

(First)

(Middle)

20410 NORTH 19TH AVENUE

(Street)

PHOENIX

85027

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/16/2003

3. Issuer Name and Ticker or Trading Symbol
UNIVERSAL TECHNICAL INSTITUTE INC [ UTI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	87,293	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽¹⁾	12/22/2003	Common Stock	⁽¹⁾	⁽¹⁾	D
Employee Stock Option (right to buy)	⁽²⁾	03/31/2012	Common Stock	310,842.6045	$4.4	D
Series C Preferred Stock	⁽³⁾	12/22/2003	Common Stock⁽³⁾	⁽³⁾	⁽³⁾	I	UTI Tax-Deferred Trust⁽⁴⁾

Explanation of Responses:

1. The reporting person owns 51.165 shares of Series B Preferred Stock with a liquidation value of $1,000 per share. Each shares of Series B Preferred Stock may be exchanged for shares of common stock upon the completion of a common stock offering to the public. The number of shares of common stock to be issued in exchange for each share of Series B Preferred Stock is equal to the liquidation value of the Series B Preferred Stock divided by the initial public offering price per share of the company's common stock.

2. The options become exercisable in four equal, annual installments beginning April 1, 2003.

3. The reporting person owns 386.31596 shares of Series C Preferred Stock with a liquidation value of $1,000 per share. Each share of Series C Preferred Stock may be exchanged for shares of common stock upon the completion of a common stock offering to the public. The number of shares of common stock to be issued in exchange for each share of Series C Preferred Stock is equal to the liquidation value of the Series C Preferred Stock divided by the initial public offering price per share of the cmopany's common stock.

4. The reporting person disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

	/s/ Jennifer Haslip, attorney-in-fact for Kimberly J. McWaters	12/16/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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