Sec Form 13D Filing - Coliseum Capital Management LLC filing for UNIVERSAL TECHNICAL INSTITUTE (UTI) - 2024-02-16

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)

 Coliseum Capital Management, LLC

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 SEC use only

 Source of funds (see instructions)

 AF

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 ☐

 Citizenship or place of organization

 Delaware

Number of

shares

 beneficially 

owned by

each

reporting

person

with

 Sole voting power

 0

 Shared voting power

 9,334,215

 Sole dispositive power

 0

 Shared dispositive power

 9,334,215

 Aggregate amount beneficially owned by each reporting person

 9,334,215

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 ☐

 Percent of class represented by amount in Row (11)

 17.4%

 Type of reporting person (see instructions)

 IA

 Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)

 Coliseum Capital, LLC

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 SEC use only

 Source of funds (see instructions)

 AF

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 ☐

 Citizenship or place of organization

 Delaware

Number of

shares

 beneficially 

owned by

each

reporting

person

with

 Sole voting power

 0

 Shared voting power

 7,738,303

 Sole dispositive power

 0

 Shared dispositive power

 7,738,303

 Aggregate amount beneficially owned by each reporting person

 7,738,303

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 ☐

 Percent of class represented by amount in Row (11)

 14.4%

 Type of reporting person (see instructions)

 OO

 Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)

 Coliseum Capital Partners, L.P.

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 SEC use only

 Source of funds (see instructions)

 WC

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 ☐

 Citizenship or place of organization

 Delaware

Number of

shares

 beneficially 

owned by

each

reporting

person

with

 Sole voting power

 0

 Shared voting power

 7,738,303

 Sole dispositive power

 0

 Shared dispositive power

 7,738,303

 Aggregate amount beneficially owned by each reporting person

 7,738,303

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 ☐

 Percent of class represented by amount in Row (11)

 14.4%

 Type of reporting person (see instructions)

 PN

 Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)

 Adam Gray

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 SEC use only

 Source of funds (see instructions)

 AF

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 ☐

 Citizenship or place of organization

 United States

Number of

shares

 beneficially 

owned by

each

reporting

person

with

 Sole voting power

 0

 Shared voting power

 9,334,215

 Sole dispositive power

 0

 Shared dispositive power

 9,334,215

 Aggregate amount beneficially owned by each reporting person

 9,334,215

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 ☐

 Percent of class represented by amount in Row (11)

 17.4%

 Type of reporting person (see instructions)

 IN

 Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)

 Christopher Shackelton

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 SEC use only

 Source of funds (see instructions)

 AF, PF

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 ☐

 Citizenship or place of organization

 United States

Number of

shares

 beneficially 

owned by

each

reporting

person

with

 Sole voting power

 0

 Shared voting power

 9,334,215

 Sole dispositive power

 0

 Shared dispositive power

 9,334,215

 Aggregate amount beneficially owned by each reporting person

 9,334,215

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 ☐

 Percent of class represented by amount in Row (11)

 17.4%

 Type of reporting person (see instructions)

 IN

Coliseum Capital Management, LLC (“CCM”);

Coliseum Capital, LLC (“CC”);

Coliseum Capital Partners, L.P. (“CCP”);

Adam Gray (“Gray”); and

Christopher Shackelton (“Shackelton”),

The information relating to the beneficial ownership of the Common Shares 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 a total of 53,732,017 Common Shares outstanding as of February 1, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the SEC on February 8, 2024.

The Reporting Persons and a separate account investment advisory client of CCM (the “Separate Account”) effected the following transactions in the Common Shares on the dates indicated, and such transactions are the only transactions in the Common Shares by the Reporting Persons in the sixty days preceding the filing of this Amendment, or since the last 13D filing, whichever is less:

Name

Range of

Prices

CCP

Separate Account