SEC Form 4 · accession 0000899243-15-010553
UNIVERSAL TECHNICAL INSTITUTE INC · UTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
COLISEUM CAPITAL PARTNERS, L.P.
10% Owner
Coliseum Capital, LLC
10% Owner
Coliseum Capital Management, LLC
10% Owner
Christopher S Shackelton
10% Owner
Adam Gray
10% Owner
Coliseum Capital Partners II, L.P.
10% Owner
Period of report
Dec 29, 2015
Accepted (ET)
Dec 31, 2015 · 6:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001261654
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Dec 29, 2015 | P | 54,740 | $4.34 | A | 2,756,469 | I | See Footnotes |
| Common StockF6,F2,F3,F7 | Dec 30, 2015 | P | 291,161 | $4.49 | A | 3,047,630 | I | See Footnotes |
| Common StockF4 | holding | — | — | — | 2,400 | I | See Footnote | |
| Common StockF5 | holding | — | — | — | 39,075 | I | See Footnote | |
| Common StockF4 | holding | — | — | — | 2,400 | I | See Footnote | |
| Common StockF5 | holding | — | — | — | 39,075 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.34 to $4.40, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F2These securities are held directly by (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" and, together with CCP, the "Funds"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").
- F3Christopher 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, CCP2, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.
- F4These securities are beneficially owned solely and directly by Shackelton.
- F5These securities are beneficially owned solely by Shackelton and consist of (a) 28,875 shares held by Shackelton's spouse and (b) 10,200 shares held by trusts for the benefit of Shackelton's descendants. Shackelton disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F6The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.40 to $4.50, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F7Following the transactions reported herein, CCP, CCP2 and the Separate Account directly owned 1,843,999, 472,396 and 731,235 shares of common stock, respectively.