Sec Form 4 Filing - Coliseum Capital Management, LLC @ UNIVERSAL TECHNICAL INSTITUTE INC - 2020-09-14

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 AVE. 3. Date of Earliest Transaction (MM/DD/YY) 09/14/2020 (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

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 Series A Preferred Stock ( 1 ) 09/14/2020 J 255,056 ( 2 )( 3 )( 4 )( 5 )( 6 )( 7 )( 8 ) ( 2 )( 3 )( 4 )( 5 )( 6 )( 7 )( 8 ) Common Stock 7,659,339 $ 0 444,944 I See Footnote ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Coliseum Capital Management, LLC 105 ROWAYTON AVE. ROWAYTON, CT06853 X X Shackelton Christopher S 105 ROWAYTON AVE. ROWAYTON, CT06853 X X Coliseum Capital, LLC 105 ROWAYTON AVE. ROWAYTON, CT06853 X X COLISEUM CAPITAL PARTNERS, L.P. 105 ROWAYTON AVE. 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 AVE. ROWAYTON, CT06853 X X Gray Adam 105 ROWAYTON AVE. ROWAYTON, CT06853 X X Signatures Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 09/16/2020 Signature of Reporting Person Date Christopher Shackelton, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 09/16/2020 Signature of Reporting Person Date Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 09/16/2020 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 09/16/2020 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 09/16/2020 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 09/16/2020 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 09/16/2020 Signature of Reporting Person Date Adam Gray, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 09/16/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The conversion rate in effect at any applicable time for conversion of each share of Series A Preferred Stock into common stock will be the quotient obtained by dividing the liquidation preference then in effect by the conversion price then in effect, plus cash in lieu of fractional shares. The initial liquidation preference is $100 per share and the initial conversion price is $3.33 per share. ( 2 )When issued, the Series A Preferred Stock was immediately exercisable with respect to 1,214,791 shares of the Issuer's common stock (the "Common Shares"). The Series A Preferred Stock was convertible into 19,806,230 additional Common Shares only after Regulatory Approval (as such term is defined in the Certificate of Designations of the Series A Preferred Stock) has been obtained. The Series A Preferred Stock has no expiration date. ( 3 )(Continued from Footnote 2) On September 14, 2020, Coliseum Holdings I LLC ("CHI"), the record owner of all 700,000 shares of Series A Preferred Stock of UTI (the "Preferred Shares") distributed the Preferred Shares to its four members, (a) Coliseum Capital Partners, L.P. ("CCP"), 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, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, (c) Coliseum Capital Co-Invest, L.P. ("CCC" and, together with CCP and CCP2, the "Funds") and (d) a separate account investment advisory client of CCM (the "Separate Account"). ( 4 )(Continued from Footnote 3) Following this distribution, CCP2 and CCC distributed the Preferred Shares they received to their respective limited partners. We refer to these distributions as the "Distributions." Mr. Gray and his spouse, trusts established for the benefit of Mr. Gray's descendants, Mr. Shackleton, and trusts established for the benefit of Mr. Shackleton's descendants received Preferred Shares from each of CCP2 and CCC in their capacities as limited partners thereof. ( 5 )(Continued from Footnote 4) Prior to the Distributions, CCM had voting and investment control over certain securities owned in the Separate Account. In connection with the Distribution, CCM and the client owner of the Separate Account amended the investment management account (the "Investment Management Account Amendment") to eliminate voting and dispositive authority over 56,000 shares of Series A Preferred Stock of UTI. As a result, the Reporting Persons disclaim beneficial ownership of such securities. Pursuant to the Investment Management Account Amendment, CCM retains voting and dispositive authority over 75,320 shares of Series A Preferred Stock of UTI held in the Separate Account. ( 6 )(Continued from Footnote 5) Following the Distributions and the Investment Management Account Amendment, Mr. Gray and his trusts held 10,162 Preferred Shares; Mr. Shackleton and his trusts held 10,162 Preferred Shares; CCP held 349,300 Preferred Shares and the Separate Account held 75,320 Preferred Shares that are reported herein. ( 7 )(Continued from Footnote 6) The Board of Directors of the Issuer has determined that, following the Distributions, as to the shares of Series A Preferred Stock held by the Reporting Persons, no Regulatory Approval is required prior to the Reporting Persons (A) converting a number of shares of Series A Preferred Stock into common stock provided that the number of shares of common stock issued pursuant to such conversion, in the aggregate, is less than or equal to 9.9% of the number of shares of common stock outstanding on an as converted basis on the date of the Distributions, and (B) voting a number of shares of Series A Preferred Stock provided that the voting power of such shares of Series A Preferred Stock and any shares of common stock issued upon conversion of such shares of Series A Preferred Stock is less than or equal to 9.9% of the voting power of the common stock on the date of the Distributions (the foregoing limitations, the "Continuing Caps"). ( 8 )(Continued from Footnote 7) Regulatory Approval will continue to be required for, and the Continuing Caps will remain in place with respect to, the shares of Series A Preferred Stock acquired by the Reporting Persons in the Distributions to the extent such shares, on an as converted basis, represent in excess of 9.9% of the Company's common stock and voting power as of the date of the Distributions.. 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. The Reporting Persons have the right to request that such approval or a good faith determination that such approval is not required at any time. ( 9 )Following the Distributions, Mr. Gray and his trusts held 10,162 Preferred Shares; Mr. Shackleton and his trusts held 10,162 Preferred Shares; CCP held 349,300 Preferred Shares and the Separate Account held 75,320 Preferred Shares that are reported herein.

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, and Gray. As a result of the distributions described below, CHI, CCP2 and CCC are no longer beneficial owners of any of the Issuer's securities.

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