SEC Form 4 · accession 0001209191-17-053082
UNIVERSAL TECHNICAL INSTITUTE INC · UTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sherrell Smith
Officer — EVP, Admissions and Operations
Period of report
Sep 13, 2017
Accepted (ET)
Sep 15, 2017 · 8:12 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance UnitsF1 | — | Sep 13, 2017 | A | 26,710 | A | — | Sep 13, 2019 | Common Stock | 26,710 | 26,710 | D |
| Performance CashF2 | — | Sep 13, 2017 | A | — | A | — | Sep 13, 2019 | Cash | — | — | D |
Explanation of responses
- F1Each 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 represents the maximum number of shares that may be delivered pursuant to the award, which is 150% of the target number of shares.
- F2Represents 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 represents the maximum amount of cash that may be delivered pursuant to the award, which is 150% of the target amount of cash.