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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL TECHNICAL INSTITUTE INC [ UTI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 03/03/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
Common Stock | 03/03/2006 | S | 60,500(1) | D | $32.4526 | 248,106(2)(3)(4) | I(2)(3)(4) | See footnotes(2)(3)(4) | ||
Common Stock | 03/06/2006 | S | 74,300(1) | D | $32.3146 | 173,806(2)(3)(4) | I(2)(3)(4) | See footnotes(2)(3)(4) | ||
Common Stock | 03/07/2006 | S | 22,400(1) | D | $32.4212 | 151,406(2)(3)(4) | I(2)(3)(4) | See footnotes(2)(3)(4) | ||
Common Stock | 03/08/2006 | S | 22,800(1) | D | $32.2551 | 128,606(2)(3)(4) | I(2)(3)(4) | See footnotes(2)(3)(4) | ||
Common Stock | 03/10/2006 | S | 24,000(1) | D | $32.5985 | 104,606(2)(3)(4) | I(2)(3)(4) | See footnotes(2)(3)(4) | ||
Common Stock | 03/13/2006 | S | 20,000(1) | D | $31.7174 | 84,606(2)(3)(4) | I(2)(3)(4) | See footnotes(2)(3)(4) | ||
Common Stock | 03/14/2006 | S | 25,450(1) | D | $31.4917 | 59,156(2)(3)(4)(5) | I(2)(3)(4)(5) | See footnotes(2)(3)(4)(5) |
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 |
Explanation of Responses: |
1. Total shares disposed of in the transactions listed in Table I represent, in the aggregate, 215,874 shares held by Charlesbank Equity Fund V, Limited Partnership, 29,868 shares held by CB Offshore Fund V, L.P., 3,153 shares held by Charlesbank Equity Coinvestment Fund V, Limited Partnership and 555 by Charlesbank Coinvestment Partners, Limited Partnership. |
2. Michael R. Eisenson is a non-employee director of the Issuer and is also a managing director and Chief Executive Officer of Charlesbank Capital Partners, LLC, which is the general partner of Charlesbank Equity Fund V GP, Limited Partnership, and Charlesbank Coinvestment Partners, Limited Partnership. Charlesbank Equity Fund V GP, Limited Partnership is the general partner of Charlesbank Equity Fund V, Limited Partnership, CB Offshore Fund V, L.P., and Charlesbank Equity Coinvestment Fund V, Limited Partnership. |
3. In addition to Michael R. Eisenson, Kim G. Davis, Andrew S. Janower, Tim R. Palmer and Mark A. Rosen (collectively, the "Managing Directors") are managing directors of Charlesbank Capital Partners, LLC. The Managing Directors have shared voting and investment power with respect to the shares of Common Stock held by Charlesbank Equity Fund V, Limited Partnership, CB Offshore Equity Fund V, L.P., Charlesbank Equity Coinvestment Fund V, Limited Partnership, Charlesbank Coinvestment Partners, Limited Partnership and Charlesbank Equity Fund V GP, Limited Partnership (together with Charlesbank Capital Partners LLC, the "Charlesbank Entities"). |
4. The Managing Directors and the Charlesbank Entities may be deemed to share beneficial ownership of the shares of Common Stock, or portions thereof, and each of them disclaims his or its beneficial ownership, other than his or its pecuniary interest, therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Act"), this filing shall not be deemed an admission that any of them is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities of the issuer in excess of his or its pecuniary interest therein. |
5. Following the dispositions described in Table I above, Charlesbank Equity Fund V, Limited Partnership, CB Offshore Equity Fund V, L.P., and Charlesbank Coinvestment Fund V, Limited Partnership transferred in the aggregate 59,156 shares of Common Stock to Charlesbank Equity Fund V, GP, Limited Partnership. Charlesbank Equity Fund V, GP, Limited Partnership intends to distribute such shares pro-rata to its partners. |
/s/ Tami E. Nason, Attorney-in-fact of the Reporting Person | 03/16/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |