Universal Technical Institute Inc (UTI): Coliseum Capital Purchases Preferred Shares; Shackelton Appointed to Board

Page 10 of 15 – SEC Filing

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		SCHEDULE 13D
CUSIP No. 913915104				Page 10 of 15 Pages

This Amendment No. 1 (this Amendment) to the Schedule 13D (the Initial
Schedule 13D) filed on March 21, 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 Shares), of Universal Technical Institute, Inc. (the Issuer), a corporation organized under the laws of Delaware, amends and supplements the Initial Schedule 13D as set
forth below.

Item 2. Identity and Background.

Item 2 is amended and restated in its entirety as follows:

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 ;

Coliseum Holdings I, LLC, a Delaware limited partnership (CH1);

Coliseum Capital Co-Invest, L.P., a Delaware limited partnership (CCC);

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 business, 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, CCP2 and CCC, which are investment limited partnerships. CC is the General
Partner of CCP, CCP2 and CCC. Gray and Shackelton are the managers of CC and CCM. CCM is the non-member manager of CH1. CH1s business is to serve an investment vehicle for the Reporting Persons investment in the Series A Preferred Stock
and is the direct owner of all the Series A Preferred Stock reported in this Amendment. CH1 is owned by certain of the Reporting Persons and a separate account investment advisory client of CCM (the Separate Account) as follows:

Reporting Person		Percentage Ownership in CH1
CCP			49.9	%
Separate Account			18.8	%