X0306 4 2019-12-09 0 0001261654 UNIVERSAL TECHNICAL INSTITUTE INC UTI 0001272480 MCWATERS KIMBERLY J 16220 N. SCOTTSDALE ROAD SUITE 500 SCOTTSDALE AZ 85254 1 0 0 0 Common Stock, $0.0001 par value 2019-12-09 4 M 0 44379 A 669936 D Common Stock, $0.0001 par value 2019-12-09 4 F 0 16454 7.31 D 653482 D Performance Cash 2019-12-09 4 M 0 150000 0.00 A 653482 D Performance Cash 2019-12-09 4 D 0 150000 0.00 D 653482 D Common Stock, $0.0001 par value 707 I Spouse Performance Units 2019-12-09 4 M 0 44379 0.00 D 2019-12-05 Common Stock 44379 0 D Performance Cash 2019-12-09 4 M 0 150000.00 0.00 D 2019-12-05 Cash 150000.00 0 D Each performance unit represents a contingent right to receive one share of the Company's common stock, which vests based on the 2-year compound annual total shareholder return ("TSR"). 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) 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 the maximum number of shares that may be delivered pursuant to the award. Excludes 39,448 shares of common stock forfeited 11/1/2019 in connection with Ms. McWaters' retirement. Vesting of Restricted Stock Units granted on 12/5/2017. Shares withheld to satisfy tax liability. Represents a contingent right to receive cash, which vests based on the 2-year compound annual TSR. 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) 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 amount delivered is equal to the maximum amount of cash that may be delivered pursuant to the award. Performance Cash is settled solely in cash upon vesting. Therefore, the amount of securities beneficially owned following the reported transaction did not change. /s/ Brian Udall attorney-in-fact for Kimberly J. McWaters 2019-12-10