Sec Form 4/A Filing - Coliseum Capital Management, LLC @ UNIVERSAL TECHNICAL INSTITUTE INC - 2023-12-18

FORM 4/A 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) 12/18/2023 (Street) ROWAYTON, CT06853 4. If Amendment, Date Original Filed (MM/DD/YY) 12/26/2023 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 ("Preferred Shares") ( 1 ) 12/18/2023 D( 2 ) 33,300 ( 3 ) ( 4 ) ( 4 ) Common Stock 1,000,000 $ 339.94 ( 5 ) ( 6 ) ( 7 ) 411,644 I See Footnote ( 8 )

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/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 03/06/2024 Signature of Reporting Person Date Christopher Shackelton, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 03/06/2024 Signature of Reporting Person Date Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 03/06/2024 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 03/06/2024 Signature of Reporting Person Date Adam Gray, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 03/06/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to their terms, the Preferred Shares convert into Common Stock at a rate of approximately 30.03 shares of Common Stock for each Preferred Share (the "Conversion Rate"). ( 2 )On December 26, 2023, the Reporting Persons filed an amendment (the "Amended Form 4") to the Form 4 filed by the Reporting Persons on December 19, 2023 (the "Initial Form 4"), in order to reflect the Adjusted Purchase Price (as defined below). The Initial Form 4 and the Amended Form 4 incorrectly referenced Transaction Code "S" instead of Transaction Code "D" in column 4 of Part II of each of the Initial Form 4 and the Amended Form 4 with respect to the sale of 33,300 Preferred Shares (the "Preferred Sale"). The Reporting Persons hereby amend the Initial Form 4 and the Amended Form 4 to reflect the correct Transaction Code "D" with respect to the Preferred Sale. ( 3 )Reflects the sale of 27,663 Preferred Shares by 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 and 5,637 Preferred Shares by a separate account investment advisory client of CCM (the "Separate Account"), in each case to the Issuer pursuant to a Preferred Stock Repurchase Agreement entered into by the Issuer, CCP and the Separate Account on December 18, 2023 (the "Repurchase Agreement"). ( 4 )When issued, the Preferred Shares were only exercisable into a limited number of shares of Common Stock pursuant to the terms of the Certificate of Designations unless certain conditions were met, which have now been satisfied. The Series A Convertible Preferred Stock has no expiration date. ( 5 )As noted in the Initial Form 4, the sale price was initially based on the volume-weighted average price (the "VWAP") of the Common Stock on the New York Stock Exchange (the "NYSE") reported on December 18, 2023 of $10.78 per share (the "Initial VWAP"), taking into account the Conversion Rate. ( 6 )As noted in the Initial Form 4, under the terms of the Repurchase Agreement, if the VWAP of the Common Stock on the NYSE from and including December 19, 2023 to and including December 22, 2023 (the "Subsequent VWAP") was greater than the Initial VWAP (up to a maximum of $13.00 per share), then the aggregate purchase price would be adjusted to reflect such difference (the "Adjusted Purchase Price"). ( 7 )The Subsequent VWAP was $11.32. Accordingly, the Reporting Persons hereby amend the Initial Form 4 to reflect the Adjusted Purchase Price. ( 8 )After the sale pursuant to the Repurchase Agreement, CCP and the Separate Account held 341,961 and 69,683 Preferred Shares, respectively, which converted into Common Stock as described in the Initial Form 4.

Remarks: Christopher Shackelton ("Shackelton") and Adam Gray ("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).

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