X0306 4 2015-06-01 0 0001124827 UTi WORLDWIDE INC UTIW 0001406313 P2 Capital Partners, LLC 590 MADISON AVENUE, 25TH FLOOR NEW YORK NY 10022 0 0 1 0 0001145934 MOLLER CLAUS J 590 MADISON AVENUE, 25TH FLOOR NEW YORK NY 10022 0 0 1 0 7.00% Convertible Preference Shares 2015-06-01 4 J 0 0 A Ordinary Shares 175000 I P2 Capital Master Fund X, L.P. On September 5, 2014, the 7.00% Convertible Preference Shares became convertible at the option of P2 Capital Master Fund X, L.P. ("Fund X") into a number of the Issuer's ordinary shares (or a combination of ordinary shares and cash in certain circumstances) equal to the liquidation preference of such 7.00% Convertible Preference Shares in effect at such time divided by the conversion price in effect at such time. The liquidation preference of the 7.00% Convertible Preference Shares was initially set at $1,000 per 7.00% Convertible Preference Share, or $175,000,000 in the aggregate. The conversion price was initially set at $13.8671 per ordinary share, which conversion price may be adjusted from time to time for certain specified anti-dilution events. Fund X, as a holder of such conversion rights, will be subject to specified blockers, which in some cases will entitle Fund X to receive the cash equivalent of the blocked shares. The Issuer may, at its option, cause a mandatory conversion of the 7.00% Convertible Preference Shares if the closing price of the Issuer's ordinary shares equals or exceeds 135% of the conversion price for a period of 20 consecutive trading days at any time following March 1, 2017. If certain specified fundamental changes occur prior to such date, Fund X, as a holder of 7.00% Convertible Preference Shares, shall have the right to convert during the 20 calendar days following such fundamental change and in addition, be entitled to a fundamental change dividend make-whole amount upon conversion. The option to convert the 7.00% Convertible Preference Shares does not expire. This Form 4 is being filed in connection with the receipt by Fund X of PIK dividends exempt from section 16 of the Securities Exchange Act of 1934 ("Exchange Act") under SEC Rule 16a-9 and/or 16b-6(b). Dividends on the 7.00% Convertible Preference Shares have been paid at 7.00% quarterly since June 1, 2014 and will continue to be paid at that rate until March 1, 2017, in the form of an increase to the liquidation preference of such 7.00% Convertible Preference Shares, except that if the Issuer elects to pay cash dividends as provided for by the terms thereof, the dividend rate is 8.00%. As a result of the quarterly dividend accrued on June 1, 2015, the aggregate liquidation preference for the 7.00% Convertible Preference Shares was increased to $187,784,952.80. Based on the conversion price and the liquidation preference of the 7.00% Convertible Preference Shares in effect, 13,758,100 ordinary shares could have been issued had the 7.00% Convertible Preference Shares been convertible on the date of this filing and converted in full on such date. Based on the initial conversion price and the assumption that all dividends are paid in kind, it is expected that 15,534,575 ordinary shares will be issued if the 7.00% Convertible Preference Shares remain outstanding through March 1, 2017 and are converted in full. P2 Capital Partners, LLC (the "Manager"), as the manager of Fund X, and Claus Moller, as managing member of the Manager, may be deemed to own beneficially the securities that are owned directly by Fund X. Each of the Manager and Mr. Moller disclaims beneficial ownership of such securities for purposes of section 16 of the Exchange Act and for all other purposes, except to the extent of any pecuniary interest therein. /s/ Claus Moller, Managing Member, on behalf of P2 Capital Partners, LLC 2015-06-02 /s/ Claus Moller 2015-06-02