Sec Form 4 Filing - CHARLESBANK EQUITY FUND V LP @ UNIVERSAL TECHNICAL INSTITUTE INC - 2004-04-26

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 CHARLESBANK EQUITY FUND V LP 2. Issuer Name and Ticker or Trading Symbol UNIVERSAL TECHNICAL INSTITUTE INC [ UTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CHARLESBANK CAPITAL PARTNERS, LLC, 600 ATLANTIC AVENUE, 26TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/26/2004 (Street) BOSTON, MA02210-2203 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 04/26/2004 S 1,942,444 ( 1 ) D $ 40 1,787,311 ( 2 ) ( 3 ) ( 4 ) I ( 2 ) ( 3 ) ( 4 ) See Footnote ( 2 ) ( 3 ) ( 4 )

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 CHARLESBANK EQUITY FUND V LP C/O CHARLESBANK CAPITAL PARTNERS, LLC 600 ATLANTIC AVENUE, 26TH FLOOR BOSTON, MA02210-2203 X CHARLESBANK EQUITY FUND V GP LP C/O CHARLESBANK CAPITAL PARTNERS, LLC 600 ATLANTIC AVENUE, 26TH FLOOR BOSTON, MA02210-2203 X CHARLESBANK CAPITAL PARTNERS LLC C/O CHARLESBANK CAPITAL PARTNERS, LLC 600 ATLANTIC AVENUE, 26TH FLOOR BOSTON, MA02210-2203 X DAVIS KIM G C/O CHARLESBANK CAPITAL PARTNERS, LLC 600 ATLANTIC AVENUE, 26TH FLOOR BOSTON, MA02210-2203 X JANOWER ANDREW S C/O CHARLESBANK CAPITAL PARTNERS, LLC 600 ATLANTIC AVENUE, 26TH FLOOR BOSTON, MA02210-2203 X PALMER TIM R C/O CHARLESBANK CAPITAL PARTNERS, LLC 600 ATLANTIC AVENUE, 26TH FLOOR BOSTON, MA02210-2203 X ROSEN MARK A C/O CHARLESBANK CAPITAL PARTNERS, LLC 600 ATLANTIC AVENUE, 26TH FLOOR BOSTON, MA02210-2203 X Signatures /s/ Tami E. Nason, Attorney-in-Fact of the Reporting Person 04/28/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Total shares sold includes 1,689,082 firm shares and 253,362 over-allotment shares, pursuant to the exercise of the over-allotment option by the underwriters. ( 2 )Michael R. Eisenson is a non-employee director of the Issuer and is also a managing director and Chief Executive Officer of Charlesbank Capital Partners, LLC, which is a general partner of Charlesbank Equity Fund V GP, Limited Partnership, and Charlesbank Coinvestment Partners, Limited Partnership. Charlesbank Equity Fund V GP, Limited Partnership, is the general partner of Charlesbank Equity Fund V, Limited Partnership, CB Offshore Equity Fund V, Limited Partnership, CB Offshore Equity Fund V, L.P., and Charlesbank Equity Coinvestment Fund V, Limited Partnership. Charlesbank Equity Fund V, Limited Partnership, is the managing member of Coyote Training Group, LLC. ( 3 )In addition to Michael R. Eisenson, Kim G. Davis, Andrew S. Janower, Tim R. Palmer and Mark A. Rosen (collectively, the " Managing Directors ") are managing directors of Charlesbank Capital Partners, LLC. The Managing Directors have shared voting and investment power with respect to the 2,040,673 shares of Common Stock held by Charlesbank Equity Fund V, Limited Partnership, CB Offshore Equity Fund V, L.P., Charlesbank Equity Coinvestment Fund V, Limited Partnership, Charlesbank Coinvestment Partners, Limited Partnership, and Coyote Training Group, LLC. (together with Charlesbank Capital Partners LLC, and Charlesbank Equity Fund V GP, Limited Partnership, the " Charlesbank Entities ") ( 4 )The Managing Directors and the Charlesbank Entities may be deemed to share beneficial ownership of 2,040,673 shares of Common Stock, or portions thereof, and each of them disclaims his or its beneficial ownership, other than his or its pecuniary interest, therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Act"), this filing shall not be deemed an admission that any of them is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities of the issuer in excess of his or its pecuniary interest therein.

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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