Adam Gray Form 3/A UNIVERSAL TECHNICAL INSTITUTE / Adam Gray ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Coliseum Capital Management, LLC

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR SOUTH

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/09/2015

3. Issuer Name and Ticker or Trading Symbol
UNIVERSAL TECHNICAL INSTITUTE INC [ UTI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
12/11/2015

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,381,916	I	See footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Coliseum Capital Management, LLC

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR SOUTH

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shackelton Christopher S

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Coliseum Capital, LLC

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COLISEUM CAPITAL PARTNERS, L.P.

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Coliseum Capital Partners II, L.P.

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gray Adam

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

Explanation of Responses:

1. These securities are directly held as follows: (a) 1,441,444 shares by Coliseum Capital Partners, L.P., an investment limited partnership ("CCP"), 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, (b) 368,995 shares by Coliseum Capital Partners II, L.P., an investment limited partnership ("CCP2"), of which CC is general partner and for which CCM serves as investment adviser, and (c) 571,477 shares by a separate account investment advisory client of CCM (the "Separate Account").

2. 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, CCP2, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

3. This amendment to Form 3 is being filed solely to reflect the correct number of shares of common stock directly owned by CCP2 and the Separate Account in footnote (1) of the original Form 3.

Remarks:

	Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	12/31/2015
	Christopher Shackelton, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	12/31/2015
	Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	12/31/2015
	Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	12/31/2015
	Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	12/31/2015
	Adam Gray, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	12/31/2015
	** Signature of Reporting Person	Date
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