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*
PENSKE ROGER S

(Last) (First) (Middle)
2555 TELEGRAPH RD.

(Street)
BLOOMFIELD HILLS MI 48302

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2004
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)
Code V Amount (A) or (D) Price
Common Stock 08/03/2004 S 50,000 D $31.5 135,688(1)(2) I By United Auto Group, Inc.(1)(2)
Common Stock 08/03/2004 S 40,188 D $31.75 95,500(1)(2) I By United Auto Group, Inc.(1)(2)
Common Stock 08/04/2004 S 25,000 D $31.5 70,500(1)(2) I By United Auto Group, Inc.(1)(2)
Common Stock 08/04/2004 S 38,700 D $31.76 31,800(1)(2) I By United Auto Group, Inc.
Common Stock 08/05/2004 S 31,800 D $31.6 0(1)(2) I By United Auto Group, Inc.(1)(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reporting person reports beneficial ownership of these securities indirectly through United Auto Group, Inc., of which he is the Chairman and Chief Executive Officer. In addition, the reporting person reports beneficial ownership of 150,725 shares owned by Penske Corporation, of which he is the Chairman and Chief Executive Officer, and one of its subsidiaries. The reporting person also directly owns 28,920 shares and 1,000 restricted shares, for a total reported holdings of 180,645 shares. All of these shares (other than the restricted shares) were previously reported by the reporting person as indirectly owned by Worldwide Training Group, LLC and were received by the various enumerated parties from Worldwide Training Group in non-reportable transactions under Rule 16a-13 of the Securities Exchange Act as the distributions did not involve a change in the reporting person's pecuniary interest in those shares.
2. The reporting person disclaims beneficial ownership of all indirectly owned securities reported in this Form, except to the extent of his pecuniary interest therein. The inclusion of these shares in the report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
Remarks:
Shane M. Spradlin, attorney-in-fact for Roger S. Penske 08/05/2004
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.