X0306 4 2017-09-13 0 0001261654 UNIVERSAL TECHNICAL INSTITUTE INC UTI 0001493754 Turner Rhonda R 16220 N. SCOTTSDALE ROAD, SUITE 100 SCOTTSDALE AZ 85254 0 1 0 0 SVP People Services Performance Units 2017-09-13 4 A 0 17095 0.00 A 2019-09-13 Common Stock 17095 17095 D Cash Units 2017-09-13 4 A 0 60000.00 0.00 A 2019-09-13 Cash 60000.00 60000.00 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 represents the maximum number of shares that may be delivered pursuant to the award, which is 150% of the target number of shares. 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 represents the maximum amount of cash that may be delivered pursuant to the award, which is 150% of the target amount of cash. Exhibit List Exhibit 24 - Power of Attorney /s/ Chad A. Freed, as Attorney-in-Fact 2017-09-15