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^*

EISENSON MICHAEL R

(Last)

(First)

(Middle)

C/O CHARLESBANK CAPITAL PARTNERS, LLC

600 ATLANTIC AVENUE 26TH FLOOR

(Street)

BOSTON

02110-2203

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2003

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⁽¹⁾	12/16/2003		S		1,693,363⁽¹⁾	D	$20.5	3,728,755⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	I⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	See Footnote⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

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)

Explanation of Responses:

1. 1,246.46395 shares of Series D Preferred Stock held by the Charlesbank Voting Trust will convert into 5,422,118 shares of Common Stock of the Issuer upon the closing of the Issuer's initial public offering. The sale of Common Stock by the Charlesbank Voting Trust in such initial public offering is the transaction that is reported pursuant to this Form 4.

2. The Charlesbank Voting Trust holds 1,246.46395 shares of series D preferred stock with a liquidation value of $19,302.60401 per share that are convertible into 5,422,118 shares of common stock, which will occur concurrently with the closing of the initial public offering of the Issuer. Holders of the trust certificates, representing beneficial ownership of the shares held by the trust, are as follows (the number of shares indicated being the number of shares of Common Stock of the Issuer into which the shares of Series D Preferred Stock are convertible): Charlesbank Equity Fund V, Limited Partnership, representing 3,508,185 shares; CB Offshore Equity Fund V, L.P., representing 493,678 shares; Charlesbank Equity Co-investment Fund V, Limited Partnership, representing 50,191 shares, Charlesbank Coinvestment Partners, Limited Partnership representing 4,395 shares and Coyote Training Group, LLC, representing 1,365,669 shares.

3. The shares being reported to be sold are being sold by the Charlesbank Voting Trust in the Issuer's initial public offering on a pro-rata basis according the beneficial ownership in the shares held by the holders of trust certificates.

4. The Charlesbank Voting Trust is expected to terminate upon the later of the closing of the initial public offering of the Issuer and the expiration or consummation the "green shoe" option to purchase shares to be granted to the underwriters in connection with such offering. Upon termination of the trust, the then outstanding holders of voting trust certificates will surrender the trust certificates in exchange for a stock certificate or certificates representing the number of shares of the Issuer's common stock.

5. Charlesbank Equity Fund V, Limited Partnership, is the trustee of the Charlesbank Voting Trust. Charlesbank Equity Fund V GP, Limited Partnership is the general partner of Charlesbank Equity Fund V, Limited Partnership. Charlesbank Capital Partners, LLC is the general partner Charlesbank Equity Fund V GP, Limited Partnership. Michael R. Eisenson, Kim G. Davis, Andrew S. Janower, Tim R. Palmer and Mark A. Rosen are managing directors of Charlesbank Capital Partners, LLC and have shared voting and investment power with respect to the equity interests held by the Charlesbank Voting Trust in the Issuer.

6. Charlesbank Equity Fund V, Limited Partnership, Charlesbank Equity Fund V GP, Limited Partnership, Charlesbank Capital Partners, LLC, Michael R. Eisenson, Kim G. Davis, Andrew S. Janower, Tim R. Palmer and Mark A. Rosen (the "Applicable Persons") may be deemed to share beneficial ownership of the 1,246.46395 shares of series D preferred stock of the Issuer held by the Charlesbank Voting Trust and any shares of Common Stock into which such shares are convertible, and each of them disclaims its or his beneficial ownership, other than its or his pecuniary interest, therein. Pursuant to Rule 16-1(a)(4) under the Securities Exchange Act of 1934, as amended, this filing shall not be deemed an admission that any of the Applicable Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities of the Issuer in excess of his or its pecuniary interest therein.

7. Information with respect to the Charlesbank Voting Trust, Charlesbank Equity Fund V, Limited Partnership, Charlesbank Equity Fund V GP, Limited Partnership, Charlesbank Capital Partners, LLC, Kim G. Davis, Andrew S. Janower, Tim R. Palmer and Mark A. Rosen , joint filers, may be found in a corresponding Form 4 filed on the date hereof.

	/S/ Tami E. Nason, Attorney-in-Fact of the Reporting Persons	12/18/2003
	** 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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