Coliseum Capital Inches Up Stake In Universal Technical Institute Inc (UTI)

Page 8 of 11 – SEC Filing

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SCHEDULE 13D

CUSIP No. 913915104		Page 8 of 11 Pages

This Schedule 13D (this Schedule 13D) supersedes the Schedule 13G as last amended by
Amendment No. 2 filed on January 11, 2016 with the Securities and Exchange Commission (the SEC) by Coliseum Capital Management, LLC (CCM), Coliseum Capital, LLC (CC), Coliseum
Capital Partners, L.P. (CCP), Coliseum Capital Partners II, L.P. (CCP2), Adam Gray (Gray) and Christopher Shackelton (Shackelton), relating to shares of common stock,
$0.0001 par value per share (the Common Stock), of Universal Technical Institute, Inc. (the Issuer), a corporation organized under the laws of Delaware. This Schedule 13D is being filed because the Reporting
Persons may no longer qualify to file on Schedule 13G. See Item 4 below.

Item 1.

Security and Issuer.

This Schedule 13D relates to shares of the common stock, $0.0001 par value
per share, of Universal Technical Institute, Inc., a corporation organized under the laws of Delaware. The principal executive offices of the Issuer are located at 16220 North Scottsdale Road, Suite 100, Scottsdale, AZ 85254.

Item 2.

Identity and Background.

The persons filing this statement and the persons enumerated in Instruction C
of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons and the information regarding them, are as follows:

(a)	This Schedule 13D is filed by:

CCM, a Delaware limited liability company;

CC, a Delaware limited liability company;

CCP, a Delaware limited partnership;

CCP2, a Delaware limited partnership ;

Gray; and

Shackelton.

The foregoing persons are hereinafter sometimes collectively referred to as the
Reporting Persons.

(b)	The business address of the Reporting Persons is Metro Center, 1 Station Place, 7th Floor South, Stamford, CT 06902.

(c)	The present principal occupation or employment of each of the Reporting Persons and the name, principal business and address of any corporation or other organization in which such employment is conducted is as follows:

CCM is the investment adviser to CCP and CCP2, which are investment limited partnerships. CC is the General Partner of CCP
and CCP2. Gray and Shackelton are the managers of CC and CCM.

(d)	During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

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