SCHEDULE 13D
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CUSIP No. 913915104 |
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Page
7
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Explanatory Note: This Amendment No. 6 (this Amendment) amends and supplements
the statement on 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., Coliseum Holdings I, LLC, Coliseum Capital Co-Invest, L.P., 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, as amended by Amendment No. 1 filed with the SEC on June 28, 2016, Amendment No. 2 filed with the SEC on December 19, 2019, Amendment No. 3
filed with the SEC on September 16, 2020 (Amendment No. 3), Amendment No. 4 filed with the SEC on December 29, 2022 (Amendment No. 4) and Amendment No. 5
filed with the SEC on June 26, 2023 (Amendment No. 5).
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented as follows:
Appointment
of Director
Since June 2016, Shackelton, a Managing Partner at CCM, has served as a designee (the Series A
Designee) to the board of directors (the Board) of the Issuer, at the election of the holders of Series A Preferred Stock, par value $0.0001 per share (the Series A Preferred Stock). In connection with
the Repurchase (as defined below) and Conversion (as defined below), the designation right of the holders of Series A Preferred Stock terminated. In light of Shackeltons many contributions to the Board during his tenure as the Series A
Designee, and in connection with the Repurchase (as discussed below), the Board appointed Shackelton as a Class III director of the Board, with an appointment to serve until the Issuers 2025 annual meeting of stockholders.
As a condition to the Repurchase Agreement (as defined below), Shackelton was appointed to serve as a director of the Board.
Repurchase of Series A Preferred Stock
On December 18, 2023, the Issuer entered into a preferred stock repurchase agreement (the Repurchase Agreement) with
CCP and a separate account (the Separate Account) investment advisory client of CCM, pursuant to which the Issuer repurchased 27,663 shares of Series A Preferred Stock directly from CCP and 5,637 shares of Series A Preferred Stock
directly from the Separate Account (collectively, the Series A Shares) for an aggregate purchase price of $10,780,000, or $323.72 per Series A Share (the Repurchase). The purchase price was calculated based upon
the volume-weighted average trading price (the Initial VWAP) of the Common Shares on the New York Stock Exchange (the NYSE) on December 18, 2023 multiplied by 1.0 million (which is the number of Common
Shares issuable upon conversion of the Series A Shares acquired). Under the terms of the Repurchase Agreement, if the VWAP of the Common Shares on the NYSE from and including December 19, 2023 to and including December 22, 2023 is greater
than the Initial VWAP (up to a maximum of $13.00 per share), then the aggregate purchase price will be adjusted to reflect such difference. The Repurchase Agreement contains customary representations, warranties, and covenants of the parties.