13G Filing: Stadium Capital Management and Universal Technical Institute, Inc. (UTI)

Item 1.

(a)

Name of Issuer Universal Technical Institute, Inc.

(b)

Address of Issuer’s Principal Executive Offices 16220 North Scottsdale Road, Suite 100, Scottsdale, AZ 85254

Item 2.

(a)

The names of the persons filing this statement are: Stadium Capital Management, LLC (“SCM”), Stadium Capital Management GP, L.P. (“SCMGP”), Stadium Capital Partners, L.P. (“SCP), Alexander M. Seaver (“Seaver”), Bradley R. Kent (“Kent) (collectively, the “Filers”).

SCP and SCMGP are filing jointly with
the other filers, but not as a member of a group, and expressly disclaims membership in a group.

(b)

The principal business office of the Filers is located at: 199 Elm Street, New Canaan, CT 06840-5321

(c)

For citizenship of Filers, see Item 4 of the cover sheet for each Filer.

(d)

This statement relates to shares of common stock of the Issuer (the “Stock”).

(e)

The CUSIP number of the Issuer is: 913915104

Item 3.

If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[XX] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).

(f)

[ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).