SEC Form 4 · accession 0001209191-17-064555
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
Dec 5, 2017
Accepted (ET)
Dec 7, 2017 · 7:09 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 Stock, $0.0001 par valueF1 | Dec 5, 2017 | A | 36,983 | $0.00 | A | 184,139 | D | |
| Common Stock, $0.0001 par value | holding | — | — | — | 19,661 | I | By spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance UnitsF2 | — | Dec 5, 2017 | A | 27,737 | A | — | Dec 5, 2020 | Common Stock | 27,737 | 27,737 | D |
| Performance CashF3 | — | Dec 5, 2017 | A | — | A | — | Dec 5, 2020 | Cash | — | — | D |
Explanation of responses
- F1The Board of Directors approved the grant on December 5, 2017. The restricted stock units vest in three equal annual installments.
- F2Each performance unit represents a contingent right to receive one share of the Company's common stock, 50% of which vest based on the 2-year compound annual total shareholder return ("TSR") and 50% of which vest based on the 3-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 or third anniversary, as applicable, 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.
- F3Represents a contingent right to receive cash, 50% of which vest based on the 2-year compound annual TSR and 50% of which vest based on the 3-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 or third anniversary, as applicable, 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.