0000950170-23-071582.txt : 20231219 0000950170-23-071582.hdr.sgml : 20231219 20231219171011 ACCESSION NUMBER: 0000950170-23-071582 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231218 FILED AS OF DATE: 20231219 DATE AS OF CHANGE: 20231219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Coliseum Capital, LLC CENTRAL INDEX KEY: 0001409585 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31923 FILM NUMBER: 231498378 BUSINESS ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 BUSINESS PHONE: 212-488-5555 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COLISEUM CAPITAL PARTNERS, L.P. CENTRAL INDEX KEY: 0001356974 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31923 FILM NUMBER: 231498377 BUSINESS ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 FORMER NAME: FORMER CONFORMED NAME: COLISEUM CAPITAL PARTNERS L P DATE OF NAME CHANGE: 20060322 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gray Adam CENTRAL INDEX KEY: 0001454123 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31923 FILM NUMBER: 231498376 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Coliseum Capital Management, LLC CENTRAL INDEX KEY: 0001409751 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31923 FILM NUMBER: 231498380 BUSINESS ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shackelton Christopher S CENTRAL INDEX KEY: 0001430708 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31923 FILM NUMBER: 231498379 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL TECHNICAL INSTITUTE INC CENTRAL INDEX KEY: 0001261654 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 860226984 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 4225 EAST WINDROSE DRIVE STREET 2: SUITE 200 CITY: PHOENIX STATE: AZ ZIP: 85032 BUSINESS PHONE: 623-445-9500 MAIL ADDRESS: STREET 1: 4225 EAST WINDROSE DRIVE STREET 2: SUITE 200 CITY: PHOENIX STATE: AZ ZIP: 85032 4 1 ownership.xml 4 X0508 4 2023-12-18 0001261654 UNIVERSAL TECHNICAL INSTITUTE INC UTI 0001409751 Coliseum Capital Management, LLC 105 ROWAYTON AVENUE ROWAYTON CT 06853 true false true false 0001430708 Shackelton Christopher S 105 ROWAYTON AVENUE ROWAYTON CT 06853 true false true false 0001409585 Coliseum Capital, LLC 105 ROWAYTON AVENUE ROWAYTON CT 06853 true false true false 0001356974 COLISEUM CAPITAL PARTNERS, L.P. 105 ROWAYTON AVENUE ROWAYTON CT 06853 true false true false 0001454123 Gray Adam 105 ROWAYTON AVENUE ROWAYTON CT 06853 true false true false false Common Stock, par value $0.0001 ("Common Stock") 2023-12-18 4 C false 12361681 A 13290642 I See Footnotes Series A Convertible Preferred Stock ("Preferred Shares") 2023-12-18 4 S false 33300 323.72 D Common Stock 1000000 411644 I See Footnote Preferred Shares 2023-12-18 4 C false 411644 D Common Stock 12361681 0 I See Footnote Reflects the conversion into Common Stock of (a) 341,961 Preferred Shares held by Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser and (b) 69,683 Preferred Shares held by a separate account investment advisory client of CCM (the "Separate Account"). Pursuant to their terms, the Preferred Shares convert into Common Stock at a rate of approximately 30.03 shares of Common Stock for each Preferred Share (the "Conversion Rate"). Following the transactions reported herein, CCP holds 11,018,282 shares of Common Stock and the Separate Account holds 2,272,360 shares of Common Stock. Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. Reflects the sale of 27,663 Preferred Shares by CCP and 5,637 Preferred Shares by the Separate Account, in each case to the Issuer pursuant to a Preferred Stock Repurchase Agreement entered into by the Issuer, CCP and the Separate Account on December 18, 2023 (the "Repurchase Agreement"). When issued, the Preferred Shares were only exercisable into a limited number of shares of Common Stock pursuant to the terms of the Certificate of Designations unless certain conditions were met, which have now been satisfied. The Series A Convertible Preferred Stock has no expiration date. The price was based on the volume-weighted average price (the "VWAP") of the Common Stock on the New York Stock Exchange (the "NYSE") on December 18, 2023 of $10.78 per share (the "Initial VWAP"), taking into account the Conversion Rate, subject to possible adjustment as described below. Under the terms of the Repurchase Agreement, if the VWAP of the Common Stock on the NYSE from and including December 19, 2023 to and including December 22, 2023 is greater than the Initial VWAP (up to a maximum of $13.00 per share), then the aggregate purchase price will be adjusted to reflect such difference. The Reporting Persons will amend this Form 4 to the extent there is an adjustment to the the purchase price of the Preferred Shares. After the sale pursuant to the Repurchase Agreement, CCP and the Separate Account held 341,961 and 69,683 Preferred Shares, respectively, which converted into Common Stock as described herein. Shackelton is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM, CC, CCP and Gray. Coliseum Capital Management, LLC, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 2023-12-19 Christopher Shackelton, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 2023-12-19 Coliseum Capital, LLC, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 2023-12-19 Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 2023-12-19 Adam Gray, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 2023-12-19