0000950170-24-027421.txt : 20240306
0000950170-24-027421.hdr.sgml : 20240306
20240306182728
ACCESSION NUMBER: 0000950170-24-027421
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231218
FILED AS OF DATE: 20240306
DATE AS OF CHANGE: 20240306
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31923
FILM NUMBER: 24727537
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31923
FILM NUMBER: 24727536
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31923
FILM NUMBER: 24727535
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31923
FILM NUMBER: 24727539
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31923
FILM NUMBER: 24727538
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/A
1
ownership.xml
4/A
X0508
4/A
2023-12-18
2023-12-26
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
Series A Convertible Preferred Stock ("Preferred Shares")
2023-12-18
4
D
false
33300
339.94
D
Common Stock
1000000
411644
I
See Footnote
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").
On December 26, 2023, the Reporting Persons filed an amendment (the "Amended Form 4") to the Form 4 filed by the Reporting Persons on December 19, 2023 (the "Initial Form 4"), in order to reflect the Adjusted Purchase Price (as defined below). The Initial Form 4 and the Amended Form 4 incorrectly referenced Transaction Code "S" instead of Transaction Code "D" in column 4 of Part II of each of the Initial Form 4 and the Amended Form 4 with respect to the sale of 33,300 Preferred Shares (the "Preferred Sale"). The Reporting Persons hereby amend the Initial Form 4 and the Amended Form 4 to reflect the correct Transaction Code "D" with respect to the Preferred Sale.
Reflects the sale of 27,663 Preferred Shares 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 5,637 Preferred Shares by a separate account investment advisory client of CCM (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.
As noted in the Initial Form 4, the sale price was initially based on the volume-weighted average price (the "VWAP") of the Common Stock on the New York Stock Exchange (the "NYSE") reported on December 18, 2023 of $10.78 per share (the "Initial VWAP"), taking into account the Conversion Rate.
As noted in the Initial Form 4, 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 (the "Subsequent VWAP") was greater than the Initial VWAP (up to a maximum of $13.00 per share), then the aggregate purchase price would be adjusted to reflect such difference (the "Adjusted Purchase Price").
The Subsequent VWAP was $11.32. Accordingly, the Reporting Persons hereby amend the Initial Form 4 to reflect the Adjusted Purchase Price.
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 in the Initial Form 4.
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.
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/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact
2024-03-06
Christopher Shackelton, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact
2024-03-06
Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact
2024-03-06
Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact
2024-03-06
Adam Gray, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact
2024-03-06