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

Page 5 of 15 – SEC Filing

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		SCHEDULE 13D
CUSIP No. 913915104				Page 5 of 15 Pages

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) Coliseum Capital Partners II, L.P.
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions) WC
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.		Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power 0
				8.		Shared voting power 1,789,200 (1)
				9.		Sole dispositive power 0
				10.		Shared dispositive power 1,789,200 (1)
11.		Aggregate amount beneficially owned by each reporting person 1,789,200 (1)
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.		Percent of class represented by amount in Row (11) 7.0% (1)
14.		Type of reporting person (see instructions) PN

(1)

Consists of (a) 574,409 Common Shares and (b) 1,214,791 Common Shares that could currently be obtained upon conversion of the Series A Preferred Stock or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock. Does not include 1,705,329 Common Shares (or the voting equivalent thereof) subject to the Conversion Cap and the Voting Cap.