SEC Form 4 · accession 0000899243-16-023780
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
Coliseum Capital Co-Invest, L.P.
10% Owner
Coliseum Holdings I, LLC
10% Owner
Period of report
Jun 24, 2016
Accepted (ET)
Jun 28, 2016 · 5:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001261654
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF3,F4,F5,F1,F2 | — | Jun 24, 2016 | P | 700,000 | A | — | — | Common Stock | 21,021,021 | 700,000 | I |
Explanation of responses
- F1The conversion rate in effect at any applicable time for conversion of each share of 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.
- F2The Series A Preferred Stock is immediately exercisable with respect to 1,214,791 shares of the Issuer's common stock (the "Common Shares"). The Series A Preferred Stock is 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) is obtained. The Series A Preferred Stock has no expiration date.
- F3These securities are held directly by Coliseum Holdings I, LLC ("CH1"). These shares are indirectly beneficially owned 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"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, (c) Coliseum Capital Co-Invest, L.P. ("CCC" and, together with CCP and CCP2, the "Funds"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser and (d) a separate account investment advisory client of CCM (the "Separate Account"). CCM is the non-member manager of CH1.
- F4Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, the Separate Account, CH1, the Funds, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.
- F5Following the transactions reported herein, CCP, CCP2, CCC and the Separate Account indirectly beneficially owned 349,300, 97,240, 122,140 and 131,320 shares of Series A Preferred Stock, respectively.