Sec Form 13D Filing - Coliseum Capital Management LLC filing for UNIVERSAL TECHNICAL INSTITUTE (UTI) - 2022-12-29

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

  5,612,390 (1)

  Sole dispositive power

  0

  Shared dispositive power

  5,612,390 (1)

  Aggregate amount beneficially owned by each reporting person

  5,612,390 (1)

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

  ☐

  Percent of class represented by amount in Row (11)

  14.4% (1)

  Type of reporting person (see instructions)

  IA

Consists of (i) 302,850 shares common stock, $0.0001 par value per share (the “Common Shares”) of Universal Technical Institute, Inc.’s (“UTI” or the “Issuer”) and (ii) 5,309,540 Common Shares that could currently be obtained upon conversion of UTI’s Series A Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”) or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock held by Coliseum Capital Partners, L.P. (“CCP”) and a separate account managed by Coliseum Capital Management, LLC (the “Separate Account”, and together with CCP, the “Coliseum Holders”). Does not include 8,052,142 Common Shares (or the voting equivalent thereof) that are subject to the Continuing Caps (as such terms are defined in Item 4 of Amendment No. 3 of this Schedule 13D) that are held by the Coliseum Holders. In the aggregate, shares of Series A Preferred Stock held collectively by the Reporting Persons (as defined in in this Schedule 13D) may be converted into 5,309,540 Common Shares and the Reporting Persons may vote such Shares of Series A Preferred Stock in accordance with the Certificate of Designations (as such term is defined in Item 4 of Amendment No. 3 of this Schedule 13D). The remaining shares of Series A Preferred Stock held by the Reporting Persons, which would be convertible into 8,052,142 Common Shares, remain subject to the Continuing Caps, and may not be converted or voted without receipt of Regulatory Approval (as such terms is defined in Item 4 of Amendment No. 3 of this Schedule 13D) or a further good faith determination by the Issuer that such Regulatory Approval is not required.

  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

  4,720,636 (1)

  Sole dispositive power

  0

  Shared dispositive power

  4,720,636 (1)

  Aggregate amount beneficially owned by each reporting person

  4,720,636 (1)

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

  ☐

  Percent of class represented by amount in Row (11)

  12.3% (1)

  Type of reporting person (see instructions)

  OO

Consists of (i) 244,652 Common Shares and (ii) 4,475,984 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 held by CCP. Does not include 6,623,836 Common Shares (or the voting equivalent thereof) that are subject to the Continuing Caps that are held by CCP. In the aggregate, shares of Series A Preferred Stock held collectively by the Reporting Persons may be converted into 5,309,540 Common Shares and the Reporting Persons may vote such Shares of Series A Preferred Stock in accordance with the Certificate of Designation. The remaining shares of Series A Preferred Stock held by the Reporting Persons, which would be convertible into 8,052,142 Common Shares, remain subject to the Continuing Caps, and may not be converted or voted without receipt of Regulatory Approval or a further good faith determination by UTI that such Regulatory Approval is not required.

  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

  4,720,636 (1)

  Sole dispositive power

  0

  Shared dispositive power

  4,720,636 (1)

  Aggregate amount beneficially owned by each reporting person

  4,720,636 (1)

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

  ☐

  Percent of class represented by amount in Row (11)

  12.3% (1)

  Type of reporting person (see instructions)

  PN

Consists of (i) 244,652 Common Shares and (ii) 4,475,984 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 held by CCP. Does not include 6,623,836 Common Shares (or the voting equivalent thereof) that are subject to the Continuing Caps that are held by CCP. In the aggregate, shares of Series A Preferred Stock held collectively by the Reporting Persons may be converted into 5,309,540 Common Shares and the Reporting Persons may vote such Shares of Series A Preferred Stock in accordance with the Certificate of Designation. The remaining shares of Series A Preferred Stock held by the Reporting Persons, which would be convertible into 8,052,142 Common Shares, remain subject to the Continuing Caps, and may not be converted or voted without receipt of Regulatory Approval or a further good faith determination by UTI that such Regulatory Approval is not required.

  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

  5,612,390 (1)

  Sole dispositive power

  0

  Shared dispositive power

  5,612,390 (1)

  Aggregate amount beneficially owned by each reporting person

  5,612,390 (1)

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

  ☐

  Percent of class represented by amount in Row (11)

  14.4% (1)

  Type of reporting person (see instructions)

  IN

Consists of (i) 302,850 Common Shares and (ii) 5,309,540 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 held directly by the Coliseum Holders. Does not include 8,052,142 Common Shares (or the voting equivalent thereof) subject to the Continuing Caps that are held by the Coliseum Holders. In the aggregate, shares of Series A Preferred Stock held collectively by the Reporting Persons may be converted into 5,309,540 Common Shares and the Reporting Persons may vote such Shares of Series A Preferred Stock in accordance with the Certificate of Designation. The remaining shares of Series A Preferred Stock held by the Reporting Persons, which would be convertible into 8,052,142 Common Shares, remain subject to the Continuing Caps, and may not be converted or voted without receipt of Regulatory Approval or a further good faith determination by UTI that such Regulatory Approval is not required.

  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

  5,612,390 (1)

  Sole dispositive power

  0

  Shared dispositive power

  5,612,390 (1)

  Aggregate amount beneficially owned by each reporting person

  5,612,390 (1)

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

  ☐

  Percent of class represented by amount in Row (11)

  14.4% (1)

  Type of reporting person (see instructions)

  IN

Consists of (i) 302,850 Common Shares and (ii) 5,309,540 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 held directly by the Coliseum Holders. Does not include 8,052,142 Common Shares (or the voting equivalent thereof) subject to the Continuing Caps that are held by the Coliseum Holders. In the aggregate, shares of Series A Preferred Stock held collectively by the Reporting Persons may be converted into 5,309,540 Common Shares and the Reporting Persons may vote such Shares of Series A Preferred Stock in accordance with the Certificate of Designation. The remaining shares of Series A Preferred Stock held by the Reporting Persons, which would be convertible into 8,052,142 Common Shares, remain subject to the Continuing Caps, and may not be converted or voted without receipt of Regulatory Approval or a further good faith determination by UTI that such Regulatory Approval is not required.

Purchaser

(b) 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 33,774,821 Common Shares outstanding as of November 30, 2022, as reported in the Issuer’s Annual Report on Form 10-K, as filed with the SEC on December 12, 2022.

The Reporting Persons effected the following transactions in the Common Share 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

CCP

Separate Account

CCP

Separate Account

CCP

Separate Account

CCP

Separate Account

CCP

Separate Account

/s/ Thomas Sparta

/s/ Thomas Sparta

/s/ Thomas Sparta

/s/ Thomas Sparta

/s/ Thomas Sparta