0001261654-23-000109.txt : 20231212 0001261654-23-000109.hdr.sgml : 20231212 20231212175644 ACCESSION NUMBER: 0001261654-23-000109 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231204 FILED AS OF DATE: 20231212 DATE AS OF CHANGE: 20231212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kline Christine CENTRAL INDEX KEY: 0002002128 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31923 FILM NUMBER: 231482342 MAIL ADDRESS: STREET 1: 4225 E. WINDROSE DRIVE STREET 2: SUITE 200 CITY: PHOENIX STATE: AZ ZIP: 85032 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL TECHNICAL INSTITUTE INC CENTRAL INDEX KEY: 0001261654 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] 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 3/A 1 wk-form3a_1702421794.xml FORM 3/A X0206 3/A 2023-12-04 2023-12-04 0 0001261654 UNIVERSAL TECHNICAL INSTITUTE INC UTI 0002002128 Kline Christine 4225 EAST WINDROSE DRIVE, SUITE 200 PHOENIX AZ 85032 0 1 0 0 Chief Accounting Officer Common Stock, $0.0001 par value 4034 D Restricted Stock Units Common Stock, $0.0001 par value 4162 D Performance Units Common Stock, $0.0001 par value 3485 D Performance Units Common Stock, $0.0001 par value 3255 D Restricted Stock Units Common Stock, $0.0001 par value 1162 D Restricted Stock Units Common Stock, $0.0001 par value 2170 D Performance Units Common Stock, $0.0001 par value 3134 D The restricted stock units vest in three equal annual installments beginning on December 8, 2023. Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock. Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 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 Company's 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. 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, 2024 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2024, 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. The restricted stock units vest in three equal annual installments beginning on 12/10/2021. The restricted stock units vest in three equal annual installments beginning on December 8, 2022. 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, 2025 and 40% of which vest based on adjusted EBITDA for the fiscal year ending September 30, 2025, 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) immediately preceding and through grant date, and (ii) immediately preceding and through the 3rd anniversary of grant date (ending price). 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. /s/ Christopher Kevane, attorney-in-fact for Christine Kline 2023-12-11