Sec Form 4 Filing - Coliseum Capital Management, LLC @ UNIVERSAL TECHNICAL INSTITUTE INC - 2020-05-21

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Coliseum Capital Management, LLC
2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL TECHNICAL INSTITUTE INC [ UTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
105 ROWAYTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
05/21/2020
(Street)
ROWAYTON, CT06853
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/21/2020 S 41,475 D $ 7.06 ( 1 ) 0 I See Footnote ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Coliseum Capital Management, LLC
105 ROWAYTON AVENUE
ROWAYTON, CT06853
X X
Shackelton Christopher S
105 ROWAYTON AVENUE
ROWAYTON, CT06853
X X
Coliseum Capital, LLC
105 ROWAYTON AVENUE
ROWAYTON, CT06853
X X
COLISEUM CAPITAL PARTNERS, L.P.
105 ROWAYTON AVENUE
ROWAYTON, CT06853
X X
Coliseum Capital Partners II, L.P.
105 ROWAYTON AVE.
ROWAYTON, CT06853
X X
Coliseum Holdings I, LLC
105 ROWAYTON AVENUE
ROWAYTON, CT06853
X X
Coliseum Capital Co-Invest, L.P.
105 ROWAYTON AVENUE
ROWAYTON, CT06853
X X
Gray Adam
105 ROWAYTON AVENUE
ROWAYTON, CT06853
X X
Signatures
Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 05/26/2020
Signature of Reporting Person Date
Christopher Shackelton, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 05/26/2020
Signature of Reporting Person Date
Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 05/26/2020
Signature of Reporting Person Date
Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 05/26/2020
Signature of Reporting Person Date
Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 05/26/2020
Signature of Reporting Person Date
Coliseum Holdings I, LLC, By: Coliseum Capital Management, LLC, its Manager, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 05/26/2020
Signature of Reporting Person Date
Coliseum Capital Co-Invest, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 05/26/2020
Signature of Reporting Person Date
Adam Gray, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 05/26/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.87 to $7.19, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 2 )These securities were beneficially owned solely by Christopher Shackelton ("Shackelton") and consist of (a) 2,400 shares held directly by Shackelton, (b) 28,875 shares held by Shackelton's spouse and (c) 10,200 shares held by trusts for the benefit of Shackelton's descendants.

Remarks:
Coliseum Capital Partners, L.P. ("CCP") is an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser. Coliseum Capital Partners II, L.P. ("CCP2") is an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser. Coliseum Holdings I, LLC ("CHI") is a Delaware limited liability company of which CCM is the non-member manager. Coliseum Capital Co-Invest, L.P. ("CCC") is an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser.Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC.Shackelton is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM, CC, CCP, CCP2, CHI, CCC and Gray.

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