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

Page 9 of 11

Page 9 of 11 – SEC Filing

SCHEDULE 13D

CUSIP No. 913915104 Page
9
of 11 Pages
(f) The citizenship or place of organization for each of the Reporting Persons is listed in Row 6 of the cover pages hereto.
Item 3. Source and Amount of Funds or Other Consideration.

The source and amount of funds used in purchasing
the Common Stock by the Reporting Persons and a separate account investment advisory client of CCM (the Separate Account) were as follows:

Purchaser

Source of Funds

Amount

CCP Working Capital $ 8,379,602
CCP2 Working Capital $ 2,237,327
Separate Account Working Capital $ 3,322,359
Item 4. Purpose of Transaction.

The Reporting Persons acquired the Common Stock for investment purposes, and
such purposes were made in the Reporting Persons ordinary course of business. In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in
such manner (including pursuant to hedging transactions), as they deem advisable to benefit from changes in market prices of the Common Stock, changes in the Issuers operations, business strategy or prospects, or from a sale or merger of the
Issuer. To evaluate such alternatives, the Reporting Persons routinely will monitor the Issuers operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as
well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such
matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and
discussions may materially affect, and result in, the Reporting Persons modifying their ownership of the Common Stock, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in
the Issuers operations, governance or capitalization, or in proposing one or more of the other actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate other
plans and/or make other proposals and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional
Common Stock or dispose of all Common Stock beneficially owned by them, in public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

Item 5. Interest in Securities of the Issuer.
(a)  (b) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. The percentages set forth in Row
13 for all cover pages filed herewith are calculated based upon 24,234,487 Common Stock outstanding as of January 29, 2016, as reported in the Issuers Quarterly Report on Form 10-Q, as filed with the SEC on February 5,
2016.
The information required by Items 5(a) (b) is set forth in rows 7 13 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

Follow Universal Technical Institute Inc

Page 9 of 11