SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* UNITED SERVICE TECHNOLOGIES LTD (Last) (First) (Middle) 9 COLUMBUS CENTRE BUILDING, PELICAN DRIVE (Street) ROAD TOWN, TORTOLA D8 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol UTi WORLDWIDE INC [ UTIW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/12/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares, no par value	12/12/2005		J		6,025,157(1)(2)	D	(1)(2)	3,244,188	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Call option (obligation to sell)	$78	12/12/2005		E/K(3)			1	(3)(4)(5)	(3)(4)(5)	ordinary shares	3,806,500	$0	0	D
Put option (right to sell)	$65	12/12/2005		J/K(3)			1	(3)(4)(5)	(3)(4)(5)	ordinary shares	3,806,500	$0	0	D
Call option (obligation to sell)	$78	12/12/2005		E/K(3)			1	(3)(6)(7)	(3)(6)(7)	ordinary shares	3,806,500	$0	0	D
Put option (right to sell)	$65	12/12/2005		J/K(3)			1	(3)(6)(7)	(3)(6)(7)	ordinary shares	3,806,500	$0	0	D

1. Name and Address of Reporting Person* UNITED SERVICE TECHNOLOGIES LTD (Last) (First) (Middle) 9 COLUMBUS CENTRE BUILDING, PELICAN DRIVE (Street) ROAD TOWN, TORTOLA D8 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PTR HOLDINGS INC (Last) (First) (Middle) 9 COLUMBUS CENTER PELICAN DRIVE (Street) ROAD TOWN, TORTOLA D8 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. As more fully described in the Form 4 filed by United Service Technologies Limited ("Uniserv") on December 27, 2004 (the "Prior Form 4"), Uniserv (which for purposes of this filing includes two special purpose entities who hold shares for the benefit of Uniserv) previously entered into two separate "zero-cost collar" arrangements (the "Collar Confirmations"), each with a different counterparty, whereby Uniserv wrote call options and purchased put options exercisable in each case for an equal number of shares. On December 12, 2005, Uniserv irrevocably and unconditionally exercised its early unwind option under each of the Collar Confirmations pursuant to which Uniserv must deliver (i) 2,751,565 shares and $54.2 million in cash to one counterparty, and (ii) 3,273,590 shares to the other counterparty. (Continued in footnote 2)

2. (Continued from footnote 1) The parties' rights and obligations under the Collar Confirmations - including each call option and put option - terminate automatically upon Uniserv's delivery of the shares and cash indicated in the immediately preceding sentence (the "Unwind Amount"). In addition, the delivery of the Unwind Amount results in the deemed repayment of all principal and interest outstanding with respect to two separate credit facilities entered into by Uniserv with the counterparties to the Collar Confirmations. At maturity, the aggregate amount of principal and interest outstanding on the two credit facilities would have been $494.8 million.

3. The derivative security terminates in accordance with its terms in connection with the early unwind.

4. As more fully described in the Prior Form 4, pursuant to one arrangement, the collar and put options were divided into three tranches each of which consisted for purposes of settlement of 30 components that would have expired sequentially over 30 consecutive trading days commencing on June 4, 2007, December 4, 2007 and June 3, 2008.

5. As more fully described in the Prior Form 4, each of the put and call options would have been exercisable for 3,806,500 shares and were divided into three tranches of 1,268,833, 1,268,833 and 1,268,834 shares, respectively. If Uniserv had not exercised the early unwind option, the tranches would have expired in accordance with their previously disclosed terms.

6. As more fully described in the Prior Form 4, pursuant to the other arrangement, the collar and put options were divided into three tranches each of which consisted for purposes of settlement of 30 components that would have expired sequentially over 30 consecutive trading days commencing on June 2, 2009, December 2, 2009 and June 2, 2010.

7. As more fully described in the Prior Form 4, each of the put and call options would have been exercisable for 3,806,500 shares and was divided into three tranches of 1,268,833, 1,268,833 and 1,268,834 shares, respectively. If Uniserv had not exercised the early unwind option, the tranches would have expired in accordance with their previously disclosed terms.

Remarks:

This Form 4 is filed jointly by Uniserv and PTR Holdings Inc. ("PTR"). Uniserv is wholly-owned by PTR.

	/s/ Edward Southey, Director, for and on behalf of United Service Technologies Limited	12/14/2005
	/s/ Ian Whitecourt, Director, for and on behalf of PTR Holdings Inc.	12/14/2005
	** Signature of Reporting Person	Date
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