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