Sec Form 4 Filing - MCWATERS KIMBERLY J @ UNIVERSAL TECHNICAL INSTITUTE INC - 2019-09-17

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 MCWATERS KIMBERLY J 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 16220 N. SCOTTSDALE ROAD, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 09/17/2019 (Street) SCOTTSDALE, AZ85254 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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, $0.0001 par value 09/17/2019 M 72,480 A 695,307 D Performance Cash 09/17/2019 M 254,400 ( 2 ) A $ 0 695,307 ( 3 ) D Performance Cash 09/17/2019 D 254,400 ( 2 ) D $ 0 695,307 ( 3 ) D Common Stock, $0.0001 par value 707 I Spouse

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 Performance Units ( 1 ) 09/17/2019 M 72,480 ( 1 ) 09/13/2019 Common Stock 72,480 $ 0 0 D Performance Cash ( 2 ) 09/17/2019 M ( 2 ) 09/13/2019 Cash $ 254,400 $ 0 $ 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCWATERS KIMBERLY J 16220 N. SCOTTSDALE ROAD SUITE 500 SCOTTSDALE, AZ85254 X President and CEO Signatures /s/ Shannon Delgado attorney-in-fact for Kimberly J. McWaters 09/19/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance unit represents a contingent right to receive one share of the Company's common stock, which vests based on the 2-year compound annual total shareholder return ("TSR"). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) immediately preceding the grant date at the beginning of the performance period, and (ii) immediately preceding the second anniversary of the grant date at the end of the performance period. The number of shares delivered is less than the maximum number of shares that may be delivered pursuant to the award. ( 2 )Represents a contingent right to receive cash, which vests based on the 2-year compound annual TSR. For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) immediately preceding the grant date at the beginning of the performance period, and (ii) immediately preceding the second anniversary of the grant date at the end of the performance period. The amount delivered is less than the maximum amount of cash that may be delivered pursuant to the award. ( 3 )Performance Cash is settled solely in cash upon vesting. Therefore, the amount of securities beneficially owned following the reported transaction did not change.

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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