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^*

Grant Jerome Alan

(Last)

(First)

(Middle)

4225 E. WINDROSE DRIVE

SUITE 200

(Street)

PHOENIX

85032

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2020

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, $0.0001 par value	12/11/2020		M		14,793	A	$0	50,318	D
Common Stock, $0.0001 par value	12/11/2020		F		6,213⁽¹⁾	D	$6.22	44,105	D
Common Stock, $0.0001 par value	12/11/2020		M		26,072	A	$0	70,177	D
Common Stock, $0.0001 par value	12/11/2020		F		10,964⁽²⁾	D	$6.3	59,213	D
Performance Cash	12/11/2020		M		52,875	A	$0	59,213⁽³⁾	D
Performance Cash	12/11/2020		D		52,875	D	$0	59,213⁽³⁾	D

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)
Restricted Stock Units	⁽⁴⁾	12/10/2020		A		95,819		⁽⁵⁾	12/10/2023	Common Stock, $0.0001 par value	95,819	$0	166,528	D
Performance Units	⁽⁶⁾	12/10/2020		A		179,661		⁽⁶⁾	12/10/2023	Common Stock, $0.0001 par value	179,661	$0	325,769	D
Restricted Stock Units	⁽⁷⁾	12/11/2020		M			14,793	⁽⁷⁾	12/05/2020	Common Stock, $0.0001 par value	14,793	$0	0	D
Performance Units	⁽⁸⁾	12/11/2020		M			26,072	⁽⁸⁾	12/05/2020	Common Stock, $0.0001 par value	26,072	$0	0	D
Performance Cash	⁽⁹⁾	12/11/2020		M			52,875	⁽⁹⁾	12/05/2020	Performance Cash	52,875	$0	0	D

Explanation of Responses:

1. Shares withheld to satisfy tax liability for the vesting of restricted stock units granted on 12/5/2017.

2. Shares withheld to satisfy tax liability for the vesting of performance units granted on 12/5/2017.

3. Performance cash is settled solely in cash upon vesting. Therefore, the amount of securities beneficially owned following the reported transaction did not change.

4. Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.

5. The restricted stock units vest in three equal annual installments beginning on December 10, 2021.

6. Each performance unit represents a contingent right to receive one share of the UTI Common Stock, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the UTI Common Stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

7. Vesting of restricted stock units granted on 12/5/2017.

8. Each performance unit represents a contingent right to receive one share of the UTI Common Stock, which vests based on the 3-year compound annual total shareholder return ("TSR"). For purposes of determining the TSR, the change in the price of the UTI Common Stock is based upon the 30-trading day average closing price (i) immediately preceding the grant date at the beginning of the performance period, and (ii) immediately preceding the second anniversary of the grant date at the end of the performance period. The number of shares delivered is equal to 141% performance achievement pursuant to the terms of the award.

9. Represents a contingent right to receive cash, which vests based on the 3-year compound annual TSR. For purposes of determining the TSR, the change in the price of the UTI Common Stock is based upon the 30-trading day average closing price (i) immediately preceding the grant date at the beginning of the performance period, and (ii) immediately preceding the third anniversary of the grant date at the end of the performance period. The amount delivered is equal to 141% performance achievement pursuant to the terms of the award.

Remarks:

	/s/ Jerome Grant, by Brian Udall, as Attorney-in-Fact	12/14/2020
	** 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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