Sec Form 4 Filing - Coliseum Capital Management, LLC @ UNIVERSAL TECHNICAL INSTITUTE INC - 2022-06-15

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 06/15/2022 (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 Convertible Preferred Stock ( 1 ) 06/15/2022 J 20,324( 2 ) ( 3 )( 4 )( 5 ) ( 3 )( 4 )( 5 ) Common Stock 610,330 $ 8.15( 2 ) 444,944 I See Footnote( 6 ) Series A Convertible Preferred Stock ( 1 ) 06/15/2022 J 20,324( 2 ) ( 3 )( 4 )( 5 ) ( 3 )( 4 )( 5 ) Common Stock 610,330 $ 8.15( 2 ) 444,944 I See Footnote( 6 )

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 Gray Adam 105 ROWAYTON AVENUE ROWAYTON, CT06853 X X Signatures Coliseum Capital Management, LLC, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 06/17/2022 Signature of Reporting Person Date Christopher Shackelton, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 06/17/2022 Signature of Reporting Person Date Coliseum Capital, LLC, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 06/17/2022 Signature of Reporting Person Date Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 06/17/2022 Signature of Reporting Person Date Adam Gray, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 06/17/2022 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 Convertible Preferred Stock, par value $0.0001 per share ("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 )Consists of (a) 10,162 shares that were transferred by Christopher Shackelton ("Shackelton") and trusts established for the benefit Shackleton's descendants and (b) 10,162 shares that were transferred by Adam Gray ("Gray"), his spouse and trusts established for the benefit Gray's descendants, in each case to Coliseum Capital Partner, L.P. ("CCP") in exchange for interests in CCP, based on a five-day, volume-weighted average price of the Issuer's common stock (the "Common Shares") of $8.15. ( 3 )When issued, the Series A Preferred Stock was immediately exercisable with respect to 1,214,791 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. ( 4 )(Continued from Footnote 3) The Board of Directors of the Issuer has determined that, 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 Shares provided that the number of Common Shares issued pursuant to such conversion, in the aggregate, is less than or equal to 9.9% of the number of Common Shares outstanding on an as converted basis on September 14, 2020, 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 Common Shares 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 Shares on September 14, 2020 (the foregoing limitations, the "Continuing Caps"). ( 5 )(Continued from Footnote 4) 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 to the extent such shares, on an as converted basis, represent in excess of 9.9% of the Common Shares and voting power as of September 14, 2020. Accordingly, an amount 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 the Issuer 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. ( 6 )Following the transaction reported herein, Mr. Gray and Mr.Shackelton each hold zero shares of Series A Preferred Stock, CCP holds 369,624 shares of Series A Preferred Stock and a separate account (the "Separate Account") investment advisory client of Coliseum Capital Management, LLC ("CCM") holds 75,320 shares of Series A Preferred Stock. CCP is an investment limited partnership of which Coliseum Capital, LLC ("CC") is general partner and for which CCM serves as investment adviser.

Remarks: Shackelton and Gray are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.