SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCWATERS KIMBERLY J

(Last)

(First)

(Middle)

20410 NORTH 19TH AVENUE

(Street)

PHOENIX

85027

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2003

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock par value 0.0001	12/22/2003	12/19/2003	C	V	975	A	$20.5	88,268	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred	$20.5	12/22/2003	12/19/2003	C	V		20	⁽¹⁾	12/22/2003	common	975⁽¹⁾	⁽¹⁾	0	D
Series C Preferred	$20.5	12/22/2003	12/19/2003	C	V		386	⁽²⁾	12/22/2003	common	18,844⁽²⁾	⁽²⁾	0	I⁽³⁾	UTI Tax Deferred Trust
Employee Stock Option Right to Buy	$4.44							04/01/2003	03/31/2012	common	$4.44		310,842	D

Explanation of Responses:

1. The reporting person owns 51 shares of Series B Preferred Stock with a liquidation value of $1000 per share. Each share of the 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 Stock divided by the initial public offering price per share of the Company's common stock.

2. The reporting person owns 386 shares of Series C Preferred Stock with a liquidation value of $1000 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 Company's common stock.

3. The reporting person disclaims beneficial ownership of these securities. The inclusion of these shares in this report shall not be admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.

	Jennifer Haslip attorney in fact for Kimberly J. McWaters	12/19/2003
	** 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 4 (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).
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