Sec Form 13D Filing - Coliseum Capital Management LLC filing for UNIVERSAL TECHNICAL INSTITUTE (UTI) - 2023-06-26

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

  6,238,501 (1)

  Sole dispositive power

  0

  Shared dispositive power

  6,238,501 (1)

  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

  5,225,167 (1)

  Sole dispositive power

  0

  Shared dispositive power

  5,225,167 (1)

  Aggregate amount beneficially owned by each reporting person

  5,225,167 (1)

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

  ☐

  Percent of class represented by amount in Row (11)

  13.6% (1)

  Type of reporting person (see instructions)

  OO

Consists of (i) 749,183 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

  5,225,167 (1)

  Sole dispositive power

  0

  Shar ed dispositive power

  5,225,167 (1)

  Aggregate amount beneficially owned by each reporting person

  5,225,167 (1)

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

  ☐

  Percent of class represented by amount in Row (11)

  13.6% (1)

  Type of reporting person (see instructions)

  PN

Consists of (i) 749,183 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

  6,238,501 (1)

  Sole dispositive power

  0

  Shared dispositive power

  6,238,501 (1)

  Aggregate amount beneficially owned by each reporting person

  6,238,501 (1)

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

  ☐

  Percent of class represented by amount in Row (11)

  15.8% (1)

  Type of reporting person (see instructions)

  IN

Consists of (i) 928,961 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

  6,238,501 (1)

  Sole dispositive power

  0

  Shared dispositive power

  6,238,501 (1)

  Aggregate amount beneficially owned by each reporting person

  6,238,501 (1)

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

  ☐

  Percent of class represented by amount in Row (11)

  15.8% (1)

  Type of reporting person (see instructions)

  IN

Consists of (i) 928,961 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

Source of Funds

CCP

Separate Account

(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 34,066,499 Common Shares outstanding as of May 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the SEC on May 9, 2023.

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

Nature of

Transaction

CCP

Separate Account

CCP

Separate Account

CCP

Separate Account

COLISEUM CAPITAL PARTNERS, L.P.

ADAM GRAY

By:

Coliseum Capital, LLC, General Partner

/s/ Thomas Sparta

/s/ Thomas Sparta

Thomas Sparta, Attorney-in-fact

Thomas Sparta, Attorney-in-fact

CHRISTOPHER SHACKELTON

/s/ Thomas Sparta

Thomas Sparta, Attorney-in-fact