SEC FORM 4

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

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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^*

P2 Capital Partners, LLC

(Last)

(First)

(Middle)

590 MADISON AVENUE, 25TH FLOOR

(Street)

NEW YORK

10022

(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)
07/28/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/28/2015		P		437,070	A	$8.19	1,775,696	I⁽²⁾	By P2 Capital Master Fund I, L.P.
Common Stock								1,579,500	I⁽²⁾	By P2 Capital Master Fund V, L.P.
Common Stock	07/28/2015		P		437,930	A	$8.19	2,663,833	I⁽²⁾	By P2 Capital Master Fund VI, L.P.
Common Stock								5,254,185⁽¹⁾	I⁽²⁾	By P2 Capital Master Fund VIII, LLC

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

P2 Capital Partners, LLC

(Last)

(First)

(Middle)

590 MADISON AVENUE, 25TH FLOOR

(Street)

NEW YORK

10022

(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^*

MOLLER CLAUS J

(Last)

(First)

(Middle)

590 MADISON AVENUE, 25TH FLOOR

(Street)

NEW YORK

10022

(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. The number of ordinary shares of the Issuer reported in this Column 5 as beneficially owned by the Reporting Persons through P2 Capital Master Fund VIII, LLC ("Fund VIII") has been adjusted to reflect transfers of ordinary shares previously held by Fund VIII as to which the Reporting Persons had no pecuniary interest.

2. P2 Capital Partners, LLC (the "Manager"), as the manager of P2 Capital Master Fund I, L.P. ("Fund I"), P2 Capital Master Fund V, L.P. ("Fund V"), P2 Capital Master Fund VI, L.P. ("Fund VI") and Fund VIII, and Claus Moller, as managing member of the Manager, may be deemed to own beneficially the securities that are owned directly by Fund I, Fund V, Fund VI and Fund VIII. Each of the Manager and Mr. Moller disclaims beneficial ownership of such securities for purposes of section 16 of the Exchange Act and for all other purposes, except to the extent of any pecuniary interest therein.

	/s/ Claus Moller, Managing Member, on behalf of P2 Capital Partners, LLC	08/05/2015
	/s/ Claus Moller	08/05/2015
	** 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).
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