0000899243-23-020693.txt : 20231226
0000899243-23-020693.hdr.sgml : 20231226
20231226200217
ACCESSION NUMBER: 0000899243-23-020693
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231218
FILED AS OF DATE: 20231226
DATE AS OF CHANGE: 20231226
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Coliseum Capital, LLC
CENTRAL INDEX KEY: 0001409585
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31923
FILM NUMBER: 231514402
BUSINESS ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
BUSINESS PHONE: 212-488-5555
MAIL ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COLISEUM CAPITAL PARTNERS, L.P.
CENTRAL INDEX KEY: 0001356974
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31923
FILM NUMBER: 231514401
BUSINESS ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
BUSINESS PHONE: 203-883-0100
MAIL ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
FORMER NAME:
FORMER CONFORMED NAME: COLISEUM CAPITAL PARTNERS L P
DATE OF NAME CHANGE: 20060322
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gray Adam
CENTRAL INDEX KEY: 0001454123
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31923
FILM NUMBER: 231514400
MAIL ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Coliseum Capital Management, LLC
CENTRAL INDEX KEY: 0001409751
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31923
FILM NUMBER: 231514404
BUSINESS ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
BUSINESS PHONE: 203-883-0100
MAIL ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Shackelton Christopher S
CENTRAL INDEX KEY: 0001430708
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31923
FILM NUMBER: 231514403
MAIL ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: UNIVERSAL TECHNICAL INSTITUTE INC
CENTRAL INDEX KEY: 0001261654
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200]
ORGANIZATION NAME: 07 Trade & Services
IRS NUMBER: 860226984
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 4225 EAST WINDROSE DRIVE
STREET 2: SUITE 200
CITY: PHOENIX
STATE: AZ
ZIP: 85032
BUSINESS PHONE: 623-445-9500
MAIL ADDRESS:
STREET 1: 4225 EAST WINDROSE DRIVE
STREET 2: SUITE 200
CITY: PHOENIX
STATE: AZ
ZIP: 85032
4/A
1
doc4a.xml
FORM 4/A SUBMISSION
X0508
4/A
2023-12-18
2023-12-19
0
0001261654
UNIVERSAL TECHNICAL INSTITUTE INC
UTI
0001409751
Coliseum Capital Management, LLC
105 ROWAYTON AVE.
ROWAYTON
CT
06853
1
0
1
0
0001430708
Shackelton Christopher S
105 ROWAYTON AVE.
ROWAYTON
CT
06853
1
0
1
0
0001409585
Coliseum Capital, LLC
105 ROWAYTON AVE.
ROWAYTON
CT
06853
1
0
1
0
0001356974
COLISEUM CAPITAL PARTNERS, L.P.
105 ROWAYTON AVE.
ROWAYTON
CT
06853
1
0
1
0
0001454123
Gray Adam
105 ROWAYTON AVE.
ROWAYTON
CT
06853
1
0
1
0
0
Series A Convertible Preferred Stock ("Preferred Shares")
2023-12-18
4
S
0
33300
339.94
D
Common Stock
1000000
411644
I
See Footnote
Pursuant to their terms, the Preferred Shares convert into Common Stock at a rate of approximately 30.03 shares of Common Stock for each Preferred Share (the "Conversion Rate").
Reflects the sale of 27,663 Preferred Shares by Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser and 5,637 Preferred Shares by a separate account investment advisory client of CCM (the "Separate Account"), in each case to the Issuer pursuant to a Preferred Stock Repurchase Agreement entered into by the Issuer, CCP and the Separate Account on December 18, 2023 (the "Repurchase Agreement").
When issued, the Preferred Shares were only exercisable into a limited number of shares of Common Stock pursuant to the terms of the Certificate of Designations unless certain conditions were met, which have now been satisfied. The Series A Convertible Preferred Stock has no expiration date.
As noted in the Form 4 filed by the Reporting Persons on December 19, 2023 (the "Prior Form 4"), the sale price was was initially based on the volume-weighted average price (the "VWAP") of the Common Stock on the New York Stock Exchange (the "NYSE") reported on December 18, 2023 of $10.78 per share (the "Initial VWAP"), taking into account the Conversion Rate.
As noted in the the Prior Form 4, under the terms of the Repurchase Agreement, if the VWAP of the Common Stock on the NYSE from and including December 19, 2023 to and including December 22, 2023 (the "Subsequent VWAP") was greater than the Initial VWAP (up to a maximum of $13.00 per share), then the aggregate purchase price would be adjusted to reflect such difference (the "Adjusted Purchase Price").
The Subsequent VWAP was $11.32. Accordingly, the Reporting Persons hereby amend the Prior Form 4 to reflect the Adjusted Purchase Price.
After the sale pursuant to the Repurchase Agreement, CCP and the Separate Account held 341,961 and 69,683 Preferred Shares, respectively, which converted into Common Stock as described in the Prior Form 4.
Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.
Shackelton is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM, CC, CCP and Gray.
Coliseum Capital Management, LLC By: /s/ Thomas Sparta Thomas Sparta, Attorney-in-fact
2023-12-26
Christopher Shackelton By: /s/ Thomas Sparta Thomas Sparta, Attorney-in-fact
2023-12-26
Coliseum Capital, LLC By: /s/ Thomas Sparta Thomas Sparta, Attorney-in-fact
2023-12-26
Coliseum Capital Partners, L.P. By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta Thomas Sparta, Attorney-in-fact
2023-12-26
Adam Gray By: /s/ Thomas Sparta Thomas Sparta, Attorney-in-fact
2023-12-26