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