Sec Form 13D Filing - Coliseum Capital Management LLC filing for UNIVERSAL TECHNICAL INSTITUTE INC (UTI) - 2022-12-29

Insider filing report for Changes in Beneficial Ownership

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  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

UNIVERSAL TECHNICAL INSTITUTE, INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

913915104

(CUSIP Number)

Christopher Shackelton/Adam Gray

105 Rowayton Avenue

Rowayton, CT 06853

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 28, 2022

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 


CUSIP No. 913915104    SCHEDULE 13D    Page 2 of 9 Pages

 

  1.    

  Names of reporting persons.

  I.R.S. Identification Nos. of above persons (entities only)

 

  Coliseum Capital Management, LLC

  2.  

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☒

 

  3.  

  SEC use only

 

  4.  

  Source of funds (see instructions)

 

  AF

  5.  

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or place of organization

 

  Delaware

Number of

shares

 beneficially 

owned by

each

reporting

person

with

 

     7.     

  Sole voting power

 

  0

     8.   

  Shared voting power

 

  5,612,390 (1)

     9.   

  Sole dispositive power

 

  0

   10.   

  Shared dispositive power

 

  5,612,390 (1)

11.    

  Aggregate amount beneficially owned by each reporting person

 

  5,612,390 (1)

12.  

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.  

  Percent of class represented by amount in Row (11)

 

  14.4% (1)

14.  

  Type of reporting person (see instructions)

 

  IA

 

(1)

Consists of (i) 302,850 shares common stock, $0.0001 par value per share (the “Common Shares”) of Universal Technical Institute, Inc.’s (“UTI” or the “Issuer”) and (ii) 5,309,540 Common Shares that could currently be obtained upon conversion of UTI’s Series A Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”) or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock held by Coliseum Capital Partners, L.P. (“CCP”) and a separate account managed by Coliseum Capital Management, LLC (the “Separate Account”, and together with CCP, the “Coliseum Holders”). Does not include 8,052,142 Common Shares (or the voting equivalent thereof) that are subject to the Continuing Caps (as such terms are defined in Item 4 of Amendment No. 3 of this Schedule 13D) that are held by the Coliseum Holders. In the aggregate, shares of Series A Preferred Stock held collectively by the Reporting Persons (as defined in in this Schedule 13D) may be converted into 5,309,540 Common Shares and the Reporting Persons may vote such Shares of Series A Preferred Stock in accordance with the Certificate of Designations (as such term is defined in Item 4 of Amendment No. 3 of this Schedule 13D). The remaining shares of Series A Preferred Stock held by the Reporting Persons, which would be convertible into 8,052,142 Common Shares, remain subject to the Continuing Caps, and may not be converted or voted without receipt of Regulatory Approval (as such terms is defined in Item 4 of Amendment No. 3 of this Schedule 13D) or a further good faith determination by the Issuer that such Regulatory Approval is not required.


CUSIP No. 913915104    SCHEDULE 13D    Page 3 of 9 Pages

 

  1.    

  Names of reporting persons.

  I.R.S. Identification Nos. of above persons (entities only)

 

  Coliseum Capital, LLC

  2.  

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☒

 

  3.  

  SEC use only

 

  4.  

  Source of funds (see instructions)

 

  AF

  5.  

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or place of organization

 

  Delaware

Number of

shares

 beneficially 

owned by

each

reporting

person

with

 

     7.     

  Sole voting power

 

  0

     8.   

  Shared voting power

 

  4,720,636 (1)

     9.   

  Sole dispositive power

 

  0

   10.   

  Shared dispositive power

 

  4,720,636 (1)

11.    

  Aggregate amount beneficially owned by each reporting person

 

  4,720,636 (1)

12.  

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.  

  Percent of class represented by amount in Row (11)

 

  12.3% (1)

14.  

  Type of reporting person (see instructions)

 

  OO

 

(1)

Consists of (i) 244,652 Common Shares and (ii) 4,475,984 Common Shares that could currently be obtained upon conversion of the Series A Preferred Stock or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock held by CCP. Does not include 6,623,836 Common Shares (or the voting equivalent thereof) that are subject to the Continuing Caps that are held by CCP. In the aggregate, shares of Series A Preferred Stock held collectively by the Reporting Persons may be converted into 5,309,540 Common Shares and the Reporting Persons may vote such Shares of Series A Preferred Stock in accordance with the Certificate of Designation. The remaining shares of Series A Preferred Stock held by the Reporting Persons, which would be convertible into 8,052,142 Common Shares, remain subject to the Continuing Caps, and may not be converted or voted without receipt of Regulatory Approval or a further good faith determination by UTI that such Regulatory Approval is not required.


CUSIP No. 913915104    SCHEDULE 13D    Page 4 of 9 Pages

 

  1.    

  Names of reporting persons.

  I.R.S. Identification Nos. of above persons (entities only)

 

  Coliseum Capital Partners, L.P.

  2.  

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☒

 

  3.  

  SEC use only

 

  4.  

  Source of funds (see instructions)

 

  WC

  5.  

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or place of organization

 

  Delaware

Number of

shares

 beneficially 

owned by

each

reporting

person

with

 

     7.     

  Sole voting power

 

  0

     8.   

  Shared voting power

 

  4,720,636 (1)

     9.   

  Sole dispositive power

 

  0

   10.   

  Shared dispositive power

 

  4,720,636 (1)

11.    

  Aggregate amount beneficially owned by each reporting person

 

  4,720,636 (1)

12.  

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.  

  Percent of class represented by amount in Row (11)

 

  12.3% (1)

14.  

  Type of reporting person (see instructions)

 

  PN

 

(1)

Consists of (i) 244,652 Common Shares and (ii) 4,475,984 Common Shares that could currently be obtained upon conversion of the Series A Preferred Stock or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock held by CCP. Does not include 6,623,836 Common Shares (or the voting equivalent thereof) that are subject to the Continuing Caps that are held by CCP. In the aggregate, shares of Series A Preferred Stock held collectively by the Reporting Persons may be converted into 5,309,540 Common Shares and the Reporting Persons may vote such Shares of Series A Preferred Stock in accordance with the Certificate of Designation. The remaining shares of Series A Preferred Stock held by the Reporting Persons, which would be convertible into 8,052,142 Common Shares, remain subject to the Continuing Caps, and may not be converted or voted without receipt of Regulatory Approval or a further good faith determination by UTI that such Regulatory Approval is not required.


CUSIP No. 913915104    SCHEDULE 13D    Page 5 of 9 Pages

 

  1.    

  Names of reporting persons.

  I.R.S. Identification Nos. of above persons (entities only)

 

  Adam Gray

  2.  

Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☒

 

  3.  

  SEC use only

 

  4.  

  Source of funds (see instructions)

 

  AF

  5.  

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or place of organization

 

  United States

Number of

shares

 beneficially 

owned by

each

reporting

person

with

 

     7.     

  Sole voting power

 

  0

     8.   

  Shared voting power

 

  5,612,390 (1)

     9.   

  Sole dispositive power

 

  0

   10.   

  Shared dispositive power

 

  5,612,390 (1)

11.    

  Aggregate amount beneficially owned by each reporting person

 

  5,612,390 (1)

12.  

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.  

  Percent of class represented by amount in Row (11)

 

  14.4% (1)

14.  

  Type of reporting person (see instructions)

 

  IN

 

(1)

Consists of (i) 302,850 Common Shares and (ii) 5,309,540 Common Shares that could currently be obtained upon conversion of the Series A Preferred Stock or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock held directly by the Coliseum Holders. Does not include 8,052,142 Common Shares (or the voting equivalent thereof) subject to the Continuing Caps that are held by the Coliseum Holders. In the aggregate, shares of Series A Preferred Stock held collectively by the Reporting Persons may be converted into 5,309,540 Common Shares and the Reporting Persons may vote such Shares of Series A Preferred Stock in accordance with the Certificate of Designation. The remaining shares of Series A Preferred Stock held by the Reporting Persons, which would be convertible into 8,052,142 Common Shares, remain subject to the Continuing Caps, and may not be converted or voted without receipt of Regulatory Approval or a further good faith determination by UTI that such Regulatory Approval is not required.


CUSIP No. 913915104    SCHEDULE 13D    Page 6 of 9 Pages

 

  1.    

  Names of reporting persons.

  I.R.S. Identification Nos. of above persons (entities only)

 

  Christopher Shackelton

  2.  

Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☒

 

  3.  

  SEC use only

 

  4.  

  Source of funds (see instructions)

 

  AF, PF

  5.  

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or place of organization

 

  United States

Number of

shares

 beneficially 

owned by

each

reporting

person

with

 

     7.     

  Sole voting power

 

  0

     8.   

  Shared voting power

 

  5,612,390 (1)

     9.   

  Sole dispositive power

 

  0

   10.   

  Shared dispositive power

 

  5,612,390 (1)

11.    

  Aggregate amount beneficially owned by each reporting person

 

  5,612,390 (1)

12.  

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.  

  Percent of class represented by amount in Row (11)

 

  14.4% (1)

14.  

  Type of reporting person (see instructions)

 

  IN

 

(1)

Consists of (i) 302,850 Common Shares and (ii) 5,309,540 Common Shares that could currently be obtained upon conversion of the Series A Preferred Stock or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock held directly by the Coliseum Holders. Does not include 8,052,142 Common Shares (or the voting equivalent thereof) subject to the Continuing Caps that are held by the Coliseum Holders. In the aggregate, shares of Series A Preferred Stock held collectively by the Reporting Persons may be converted into 5,309,540 Common Shares and the Reporting Persons may vote such Shares of Series A Preferred Stock in accordance with the Certificate of Designation. The remaining shares of Series A Preferred Stock held by the Reporting Persons, which would be convertible into 8,052,142 Common Shares, remain subject to the Continuing Caps, and may not be converted or voted without receipt of Regulatory Approval or a further good faith determination by UTI that such Regulatory Approval is not required.


CUSIP No. 913915104    SCHEDULE 13D    Page 7 of 9 Pages

 

Explanatory Note: This Amendment No. 4 (this “Amendment”) amends and supplements the statement on Schedule 13D (the “Initial Schedule 13D”) filed on March 21, 2016 with the Securities and Exchange Commission (the “SEC”) by Coliseum Capital Management, LLC (“CCM”), Coliseum Capital, LLC (“CC”), Coliseum Capital Partners, L.P. (“CCP”), Coliseum Capital Partners II, L.P., Coliseum Holdings I, LLC, Coliseum Capital Co-Invest, L.P., Adam Gray (“Gray”) and Christopher Shackelton (“Shackelton”), relating to shares of common stock, $0.0001 par value per share (the “Common Shares”), of Universal Technical Institute, Inc. (“UTI”), a corporation organized under the laws of Delaware, as amended by Amendment No. 1 filed with the SEC on June 28, 2016, Amendment No. 2 filed with the SEC on December 19, 2019, and Amendment No. 3 filed with the SEC on September 16, 2020 (“Amendment No. 3”).

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is supplemented as follows:

Since the filing of Amendment No. 3, the source and amount of funds used in purchasing Common Shares described in Item 5 by the Reporting Persons and a separate account (the “Separate Account”) investment advisory client of CCM were as follows:

 

Purchaser

   Source of Funds    Amount
CCP    Working Capital    $1,526,256.37
Separate Account    Working Capital    $363,038.44

Item 5. Interest in Securities of the Issuer.

Paragraphs (a), (b) and (c) of Item 5 are amended and supplemented as follows:

 

(a) –

(b) The information relating to the beneficial ownership of the Common Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 33,774,821 Common Shares outstanding as of November 30, 2022, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the SEC on December 12, 2022.

 

(c)

The Reporting Persons effected the following transactions in the Common Share on the dates indicated, and such transactions are the only transactions in the Common Shares by the Reporting Persons in the sixty days preceding the filing of this Amendment, or since the last 13D filing, whichever is less:


CUSIP No. 913915104    SCHEDULE 13D    Page 8 of 9 Pages

 

Name

   Nature of
Transaction
     Date      Number
of
Common
Shares
     Weighted
Average
Price Per
Share
     Range of Prices  

CCP

     Open Market Purchase        12/14/22        56,799      $ 6.20      $ 6.06 - $6.25  

Separate Account

     Open Market Purchase        12/14/22        14,120      $ 6.20      $ 6.06 - $6.25  

CCP

     Open Market Purchase        12/15/22        51,002      $ 6.18      $ 6.11 - $6.25  

Separate Account

     Open Market Purchase        12/15/22        11,971      $ 6.18      $ 6.11 - $6.25  

CCP

     Open Market Purchase        12/16/22        67,046      $ 6.31      $ 6.24 - $6.50  

Separate Account

     Open Market Purchase        12/16/22        15,781      $ 6.31      $ 6.24 - $6.50  

CCP

     Open Market Purchase        12/27/22        51,787      $ 6.24      $ 6.14 - $6.25  

Separate Account

     Open Market Purchase        12/27/22        12,109      $ 6.24      $ 6.14 - $6.25  

CCP

     Open Market Purchase        12/28/22        18,018      $ 6.24      $ 6.19 - $6.25  

Separate Account

     Open Market Purchase        12/28/22        4,217      $ 6.24      $ 6.19 - $6.25  


CUSIP No. 913915104    SCHEDULE 13D    Page 9 of 9 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct

DATED: December 29, 2022

 

COLISEUM CAPITAL MANAGEMENT, LLC     COLISEUM CAPITAL, LLC
By:  

/s/ Thomas Sparta

    By:  

/s/ Thomas Sparta

  Thomas Sparta, Attorney-in-fact       Thomas Sparta, Attorney-in-fact
COLISEUM CAPITAL PARTNERS, L.P.     ADAM GRAY
By:   Coliseum Capital, LLC, General Partner     By:  

/s/ Thomas Sparta

By:  

/s/ Thomas Sparta

      Thomas Sparta, Attorney-in-fact
  Thomas Sparta, Attorney-in-fact      
CHRISTOPHER SHACKELTON      
By:  

/s/ Thomas Sparta

     
  Thomas Sparta, Attorney-in-fact