UTI

SEC source: 0001261654-23-000024 · wf-form4a_167339700253778.xml · derivative · entry 5

Grant Jerome Alan · CIK 0001723537 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,623

Underlying: Common Stock, $0.0001 par value · 26,623 shares

Expires 2024-12-08

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F6 · derivative.exercise_date: Share of Common Stock received from vesting of restricted stock units on 12/08/2021.

SEC source: 0001261654-23-000024 · wf-form4a_167339700253778.xml · derivative · entry 4

Grant Jerome Alan · CIK 0001723537 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 280,220

Underlying: Common Stock, $0.0001 par value · 139,523 shares

Expires not disclosed

F2 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F5 · derivative.exercise_date: The restricted stock units vest in three equal annual installments beginning on December 8, 2023.

F5 · derivative.expiration_date: The restricted stock units vest in three equal annual installments beginning on December 8, 2023.

SEC source: 0001261654-23-000024 · wf-form4a_167339700253778.xml · derivative · entry 3

Grant Jerome Alan · CIK 0001723537 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 525,275

Underlying: Common Stock, $0.0001 par value · 195,857 shares

Expires not disclosed

F4 · derivative.exercise_price: Each performance unit represents a contingent right to receive one share of the UTI Common Stock, 60% of which vest based on revenue for the fiscal year ending September 30, 2025 and 40% of which vest based on adjusted EBITDA for the fiscal year ending September 30, 2025, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the UTI Common Stock is based upon the 30-trading day average closing stock price (i) immediately preceding and through grant date, and (ii) immediately preceding and through the 3rd anniversary of grant date (ending price). The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

F4 · derivative.exercise_date: Each performance unit represents a contingent right to receive one share of the UTI Common Stock, 60% of which vest based on revenue for the fiscal year ending September 30, 2025 and 40% of which vest based on adjusted EBITDA for the fiscal year ending September 30, 2025, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the UTI Common Stock is based upon the 30-trading day average closing stock price (i) immediately preceding and through grant date, and (ii) immediately preceding and through the 3rd anniversary of grant date (ending price). The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

F4 · derivative.expiration_date: Each performance unit represents a contingent right to receive one share of the UTI Common Stock, 60% of which vest based on revenue for the fiscal year ending September 30, 2025 and 40% of which vest based on adjusted EBITDA for the fiscal year ending September 30, 2025, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the UTI Common Stock is based upon the 30-trading day average closing stock price (i) immediately preceding and through grant date, and (ii) immediately preceding and through the 3rd anniversary of grant date (ending price). The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

SEC source: 0001261654-23-000024 · wf-form4a_167339700253778.xml · nonDerivative · entry 2

Grant Jerome Alan · CIK 0001723537 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 77,589

F3 · shares: Shares withheld to satisfy tax liability for the vesting of restricted stock units granted on 12/08/2021.

SEC source: 0001261654-23-000024 · wf-form4a_167339700253778.xml · nonDerivative · entry 1

Grant Jerome Alan · CIK 0001723537 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 88,775

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Share of Common Stock received from vesting of restricted stock units granted on 12/08/2021.

F2 · price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

SEC source: 0001261654-23-000023 · wf-form4a_167339698398242.xml · derivative · entry 2

Smith Sherrell · CIK 0001371105 · EVP, Campus Ops & Services

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 68,869

Underlying: Common Stock, $0.0001 par value · 32,490 shares

Expires 2024-12-08

F2 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F3 · derivative.exercise_date: The restricted stock units vest in three equal annual installments beginning on December 8, 2023.

F3 · derivative.expiration_date: The restricted stock units vest in three equal annual installments beginning on December 8, 2023.

SEC source: 0001261654-23-000023 · wf-form4a_167339698398242.xml · derivative · entry 1

Smith Sherrell · CIK 0001371105 · EVP, Campus Ops & Services

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 129,436

Underlying: Common Stock, $0.0001 par value · 45,700 shares

Expires not disclosed

F1 · derivative.exercise_price: Each performance unit represents a contingent right to receive one share of the UTI Common Stock, 60% of which vest based on revenue for the fiscal year ending September 30, 2025 and 40% of which vest based on adjusted EBITDA for the fiscal year ending September 30, 2025, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the UTI Common Stock is based upon the 30-trading day average closing stock price (i) immediately preceding and through grant date, and (ii) immediately preceding and through the 3rd anniversary of grant date (ending price). The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

F1 · derivative.exercise_date: Each performance unit represents a contingent right to receive one share of the UTI Common Stock, 60% of which vest based on revenue for the fiscal year ending September 30, 2025 and 40% of which vest based on adjusted EBITDA for the fiscal year ending September 30, 2025, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the UTI Common Stock is based upon the 30-trading day average closing stock price (i) immediately preceding and through grant date, and (ii) immediately preceding and through the 3rd anniversary of grant date (ending price). The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

F1 · derivative.expiration_date: Each performance unit represents a contingent right to receive one share of the UTI Common Stock, 60% of which vest based on revenue for the fiscal year ending September 30, 2025 and 40% of which vest based on adjusted EBITDA for the fiscal year ending September 30, 2025, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the UTI Common Stock is based upon the 30-trading day average closing stock price (i) immediately preceding and through grant date, and (ii) immediately preceding and through the 3rd anniversary of grant date (ending price). The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

SEC source: 0001261654-23-000022 · wf-form4a_167339696498141.xml · derivative · entry 3

Smith Lori B · CIK 0001799017 · SVP Chief Information Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,396

Underlying: Common Stock, $0.0001 par value · 4,698 shares

Expires 2024-12-08

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F4 · derivative.exercise_date: The restricted stock units vest in three equal annual installments beginning on December 8, 2022.

F4 · derivative.expiration_date: The restricted stock units vest in three equal annual installments beginning on December 8, 2022.

SEC source: 0001261654-23-000022 · wf-form4a_167339696498141.xml · nonDerivative · entry 2

Smith Lori B · CIK 0001799017 · SVP Chief Information Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,082

F3 · shares: Shares withheld to satisfy tax liability for the vesting of restricted stock units granted on 12/08/2021.

SEC source: 0001261654-23-000022 · wf-form4a_167339696498141.xml · nonDerivative · entry 1

Smith Lori B · CIK 0001799017 · SVP Chief Information Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,424

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Share of Common Stock received from vesting of restricted stock units granted on 12/08/2021.

F2 · price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

SEC source: 0001261654-23-000002 · wf-form4a_167339628513835.xml · derivative · entry 2

Fesperman Bart · CIK 0001821616 · SVP Chief Commercial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 48,072

Underlying: Common Stock, $0.0001 par value · 25,991 shares

Expires not disclosed

F2 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F3 · derivative.exercise_date: The restricted stock units vest in three equal annual installments beginning on December 8, 2023.

F3 · derivative.expiration_date: The restricted stock units vest in three equal annual installments beginning on December 8, 2023.

SEC source: 0001261654-23-000002 · wf-form4a_167339628513835.xml · derivative · entry 1

Fesperman Bart · CIK 0001821616 · SVP Chief Commercial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 90,648

Underlying: Common Stock, $0.0001 par value · 39,171 shares

Expires not disclosed

F1 · derivative.exercise_price: Each performance unit represents a contingent right to receive one share of the UTI Common Stock, 60% of which vest based on revenue for the fiscal year ending September 30, 2025 and 40% of which vest based on adjusted EBITDA for the fiscal year ending September 30, 2025, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the UTI Common Stock is based upon the 30-trading day average closing stock price (i) immediately preceding and through grant date, and (ii) immediately preceding and through the 3rd anniversary of grant date (ending price). The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

F1 · derivative.exercise_date: Each performance unit represents a contingent right to receive one share of the UTI Common Stock, 60% of which vest based on revenue for the fiscal year ending September 30, 2025 and 40% of which vest based on adjusted EBITDA for the fiscal year ending September 30, 2025, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the UTI Common Stock is based upon the 30-trading day average closing stock price (i) immediately preceding and through grant date, and (ii) immediately preceding and through the 3rd anniversary of grant date (ending price). The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

F1 · derivative.expiration_date: Each performance unit represents a contingent right to receive one share of the UTI Common Stock, 60% of which vest based on revenue for the fiscal year ending September 30, 2025 and 40% of which vest based on adjusted EBITDA for the fiscal year ending September 30, 2025, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the UTI Common Stock is based upon the 30-trading day average closing stock price (i) immediately preceding and through grant date, and (ii) immediately preceding and through the 3rd anniversary of grant date (ending price). The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

SEC source: 0001261654-22-000095 · wf-form4_166361914459834.xml · derivative · entry 4

Mason Sonia Claire · CIK 0001821986 · Chief Human Resources Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,919

Underlying: Common Stock, $0.0001 par value · 1,919 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F3 · derivative.exercise_date: On September 15, 2020, the reporting person was granted restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

F3 · derivative.expiration_date: On September 15, 2020, the reporting person was granted restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

SEC source: 0001261654-22-000095 · wf-form4_166361914459834.xml · nonDerivative · entry 3

Mason Sonia Claire · CIK 0001821986 · Chief Human Resources Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,452

F2 · shares: Shares withheld to satisfy tax liability for the vesting of performance units granted on 9/15/2020.

SEC source: 0001261654-22-000095 · wf-form4_166361914459834.xml · nonDerivative · entry 2

Mason Sonia Claire · CIK 0001821986 · Chief Human Resources Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,589

SEC source: 0001261654-22-000095 · wf-form4_166361914459834.xml · nonDerivative · entry 1

Mason Sonia Claire · CIK 0001821986 · Chief Human Resources Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,120

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

SEC source: 0001261654-22-000093 · wf-form4_166361857625046.xml · derivative · entry 4

Fesperman Bart · CIK 0001821616 · SVP Chief Commercial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,778

Underlying: Common Stock, $0.0001 par value · 3,777 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F3 · derivative.exercise_date: On September 15, 2020, the reporting person was granted restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

F3 · derivative.expiration_date: On September 15, 2020, the reporting person was granted restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

SEC source: 0001261654-22-000093 · wf-form4_166361857625046.xml · nonDerivative · entry 3

Fesperman Bart · CIK 0001821616 · SVP Chief Commercial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,610

F2 · shares: Shares withheld to satisfy tax liability for the vesting of performance units granted on 9/15/2020.

SEC source: 0001261654-22-000093 · wf-form4_166361857625046.xml · nonDerivative · entry 2

Fesperman Bart · CIK 0001821616 · SVP Chief Commercial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,874

SEC source: 0001261654-22-000093 · wf-form4_166361857625046.xml · nonDerivative · entry 1

Fesperman Bart · CIK 0001821616 · SVP Chief Commercial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,896

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

SEC source: 0000899243-22-023192 · doc4.xml · derivative · entry 2

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 444,944

Underlying: Common Stock · 610,330 shares

Expires not disclosed

F1 · derivative.exercise_price: The conversion rate in effect at any applicable time for conversion of each share of Series A Convertible Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"), into common stock will be the quotient obtained by dividing the liquidation preference then in effect by the conversion price then in effect, plus cash in lieu of fractional shares. The initial liquidation preference is $100 per share and the initial conversion price is $3.33 per share.

F2 · shares: Consists of (a) 10,162 shares that were transferred by Christopher Shackelton ("Shackelton") and trusts established for the benefit Shackleton's descendants and (b) 10,162 shares that were transferred by Adam Gray ("Gray"), his spouse and trusts established for the benefit Gray's descendants, in each case to Coliseum Capital Partner, L.P. ("CCP") in exchange for interests in CCP, based on a five-day, volume-weighted average price of the Issuer's common stock (the "Common Shares") of $8.15.

F2 · price: Consists of (a) 10,162 shares that were transferred by Christopher Shackelton ("Shackelton") and trusts established for the benefit Shackleton's descendants and (b) 10,162 shares that were transferred by Adam Gray ("Gray"), his spouse and trusts established for the benefit Gray's descendants, in each case to Coliseum Capital Partner, L.P. ("CCP") in exchange for interests in CCP, based on a five-day, volume-weighted average price of the Issuer's common stock (the "Common Shares") of $8.15.

F3 · derivative.exercise_date: When issued, the Series A Preferred Stock was immediately exercisable with respect to 1,214,791 Common Shares. The Series A Preferred Stock was convertible into 19,806,230 additional Common Shares only after Regulatory Approval (as such term is defined in the Certificate of Designations of the Series A Preferred Stock) has been obtained. The Series A Preferred Stock has no expiration date.

F4 · derivative.exercise_date: (Continued from Footnote 3) The Board of Directors of the Issuer has determined that, as to the shares of Series A Preferred Stock held by the Reporting Persons, no Regulatory Approval is required prior to the Reporting Persons (A) converting a number of shares of Series A Preferred Stock into Common Shares provided that the number of Common Shares issued pursuant to such conversion, in the aggregate, is less than or equal to 9.9% of the number of Common Shares outstanding on an as converted basis on September 14, 2020, and (B) voting a number of shares of Series A Preferred Stock provided that the voting power of such shares of Series A Preferred Stock and any Common Shares issued upon conversion of such shares of Series A Preferred Stock is less than or equal to 9.9% of the voting power of the Common Shares on September 14, 2020 (the foregoing limitations, the "Continuing Caps").

F5 · derivative.exercise_date: (Continued from Footnote 4) Regulatory Approval will continue to be required for, and the Continuing Caps will remain in place with respect to, the shares of Series A Preferred Stock acquired by the Reporting Persons to the extent such shares, on an as converted basis, represent in excess of 9.9% of the Common Shares and voting power as of September 14, 2020. Accordingly, an amount of Series A Preferred Stock held by the Reporting Persons, which would be convertible into 8,052,142 Common Shares, remain subject to the Continuing Caps, and may not be converted or voted without receipt of Regulatory Approval or a further good faith determination by the Issuer that such Regulatory Approval is not required. The Reporting Persons have the right to request that such approval or a good faith determination that such approval is not required at any time.

F3 · derivative.expiration_date: When issued, the Series A Preferred Stock was immediately exercisable with respect to 1,214,791 Common Shares. The Series A Preferred Stock was convertible into 19,806,230 additional Common Shares only after Regulatory Approval (as such term is defined in the Certificate of Designations of the Series A Preferred Stock) has been obtained. The Series A Preferred Stock has no expiration date.

F4 · derivative.expiration_date: (Continued from Footnote 3) The Board of Directors of the Issuer has determined that, as to the shares of Series A Preferred Stock held by the Reporting Persons, no Regulatory Approval is required prior to the Reporting Persons (A) converting a number of shares of Series A Preferred Stock into Common Shares provided that the number of Common Shares issued pursuant to such conversion, in the aggregate, is less than or equal to 9.9% of the number of Common Shares outstanding on an as converted basis on September 14, 2020, and (B) voting a number of shares of Series A Preferred Stock provided that the voting power of such shares of Series A Preferred Stock and any Common Shares issued upon conversion of such shares of Series A Preferred Stock is less than or equal to 9.9% of the voting power of the Common Shares on September 14, 2020 (the foregoing limitations, the "Continuing Caps").

F5 · derivative.expiration_date: (Continued from Footnote 4) Regulatory Approval will continue to be required for, and the Continuing Caps will remain in place with respect to, the shares of Series A Preferred Stock acquired by the Reporting Persons to the extent such shares, on an as converted basis, represent in excess of 9.9% of the Common Shares and voting power as of September 14, 2020. Accordingly, an amount of Series A Preferred Stock held by the Reporting Persons, which would be convertible into 8,052,142 Common Shares, remain subject to the Continuing Caps, and may not be converted or voted without receipt of Regulatory Approval or a further good faith determination by the Issuer that such Regulatory Approval is not required. The Reporting Persons have the right to request that such approval or a good faith determination that such approval is not required at any time.

F6 · ownership.nature: Following the transaction reported herein, Mr. Gray and Mr.Shackelton each hold zero shares of Series A Preferred Stock, CCP holds 369,624 shares of Series A Preferred Stock and a separate account (the "Separate Account") investment advisory client of Coliseum Capital Management, LLC ("CCM") holds 75,320 shares of Series A Preferred Stock. CCP is an investment limited partnership of which Coliseum Capital, LLC ("CC") is general partner and for which CCM serves as investment adviser.

SEC source: 0000899243-22-023192 · doc4.xml · derivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 444,944

Underlying: Common Stock · 610,330 shares

Expires not disclosed

F1 · derivative.exercise_price: The conversion rate in effect at any applicable time for conversion of each share of Series A Convertible Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"), into common stock will be the quotient obtained by dividing the liquidation preference then in effect by the conversion price then in effect, plus cash in lieu of fractional shares. The initial liquidation preference is $100 per share and the initial conversion price is $3.33 per share.

F2 · shares: Consists of (a) 10,162 shares that were transferred by Christopher Shackelton ("Shackelton") and trusts established for the benefit Shackleton's descendants and (b) 10,162 shares that were transferred by Adam Gray ("Gray"), his spouse and trusts established for the benefit Gray's descendants, in each case to Coliseum Capital Partner, L.P. ("CCP") in exchange for interests in CCP, based on a five-day, volume-weighted average price of the Issuer's common stock (the "Common Shares") of $8.15.

F2 · price: Consists of (a) 10,162 shares that were transferred by Christopher Shackelton ("Shackelton") and trusts established for the benefit Shackleton's descendants and (b) 10,162 shares that were transferred by Adam Gray ("Gray"), his spouse and trusts established for the benefit Gray's descendants, in each case to Coliseum Capital Partner, L.P. ("CCP") in exchange for interests in CCP, based on a five-day, volume-weighted average price of the Issuer's common stock (the "Common Shares") of $8.15.

F3 · derivative.exercise_date: When issued, the Series A Preferred Stock was immediately exercisable with respect to 1,214,791 Common Shares. The Series A Preferred Stock was convertible into 19,806,230 additional Common Shares only after Regulatory Approval (as such term is defined in the Certificate of Designations of the Series A Preferred Stock) has been obtained. The Series A Preferred Stock has no expiration date.

F4 · derivative.exercise_date: (Continued from Footnote 3) The Board of Directors of the Issuer has determined that, as to the shares of Series A Preferred Stock held by the Reporting Persons, no Regulatory Approval is required prior to the Reporting Persons (A) converting a number of shares of Series A Preferred Stock into Common Shares provided that the number of Common Shares issued pursuant to such conversion, in the aggregate, is less than or equal to 9.9% of the number of Common Shares outstanding on an as converted basis on September 14, 2020, and (B) voting a number of shares of Series A Preferred Stock provided that the voting power of such shares of Series A Preferred Stock and any Common Shares issued upon conversion of such shares of Series A Preferred Stock is less than or equal to 9.9% of the voting power of the Common Shares on September 14, 2020 (the foregoing limitations, the "Continuing Caps").

F5 · derivative.exercise_date: (Continued from Footnote 4) Regulatory Approval will continue to be required for, and the Continuing Caps will remain in place with respect to, the shares of Series A Preferred Stock acquired by the Reporting Persons to the extent such shares, on an as converted basis, represent in excess of 9.9% of the Common Shares and voting power as of September 14, 2020. Accordingly, an amount of Series A Preferred Stock held by the Reporting Persons, which would be convertible into 8,052,142 Common Shares, remain subject to the Continuing Caps, and may not be converted or voted without receipt of Regulatory Approval or a further good faith determination by the Issuer that such Regulatory Approval is not required. The Reporting Persons have the right to request that such approval or a good faith determination that such approval is not required at any time.

F3 · derivative.expiration_date: When issued, the Series A Preferred Stock was immediately exercisable with respect to 1,214,791 Common Shares. The Series A Preferred Stock was convertible into 19,806,230 additional Common Shares only after Regulatory Approval (as such term is defined in the Certificate of Designations of the Series A Preferred Stock) has been obtained. The Series A Preferred Stock has no expiration date.

F4 · derivative.expiration_date: (Continued from Footnote 3) The Board of Directors of the Issuer has determined that, as to the shares of Series A Preferred Stock held by the Reporting Persons, no Regulatory Approval is required prior to the Reporting Persons (A) converting a number of shares of Series A Preferred Stock into Common Shares provided that the number of Common Shares issued pursuant to such conversion, in the aggregate, is less than or equal to 9.9% of the number of Common Shares outstanding on an as converted basis on September 14, 2020, and (B) voting a number of shares of Series A Preferred Stock provided that the voting power of such shares of Series A Preferred Stock and any Common Shares issued upon conversion of such shares of Series A Preferred Stock is less than or equal to 9.9% of the voting power of the Common Shares on September 14, 2020 (the foregoing limitations, the "Continuing Caps").

F5 · derivative.expiration_date: (Continued from Footnote 4) Regulatory Approval will continue to be required for, and the Continuing Caps will remain in place with respect to, the shares of Series A Preferred Stock acquired by the Reporting Persons to the extent such shares, on an as converted basis, represent in excess of 9.9% of the Common Shares and voting power as of September 14, 2020. Accordingly, an amount of Series A Preferred Stock held by the Reporting Persons, which would be convertible into 8,052,142 Common Shares, remain subject to the Continuing Caps, and may not be converted or voted without receipt of Regulatory Approval or a further good faith determination by the Issuer that such Regulatory Approval is not required. The Reporting Persons have the right to request that such approval or a good faith determination that such approval is not required at any time.

F6 · ownership.nature: Following the transaction reported herein, Mr. Gray and Mr.Shackelton each hold zero shares of Series A Preferred Stock, CCP holds 369,624 shares of Series A Preferred Stock and a separate account (the "Separate Account") investment advisory client of Coliseum Capital Management, LLC ("CCM") holds 75,320 shares of Series A Preferred Stock. CCP is an investment limited partnership of which Coliseum Capital, LLC ("CC") is general partner and for which CCM serves as investment adviser.

SEC source: 0001261654-22-000086 · wf-form4_165420225706051.xml · nonDerivative · entry 2

Grant Jerome Alan · CIK 0001723537 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 62,152

F3 · price: The price reported in Column 4 is a weighted average. These shares were sold in multiple transactions at prices ranging from $9.07 to $9.23, inclusive. The Reporting Person undertakes to provide to Universal Technical Institute, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F1 · acquired: The Reporting Person's sale of shares was completed in connection with his financial planning needs, including for tax and estate planning purposes.

SEC source: 0001261654-22-000086 · wf-form4_165420225706051.xml · nonDerivative · entry 1

Grant Jerome Alan · CIK 0001723537 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 87,152

F2 · price: The price reported in Column 4 is a weighted average. These shares were sold in multiple transactions at prices ranging from $9.01 to $9.24, inclusive. The Reporting Person undertakes to provide to Universal Technical Institute, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F1 · acquired: The Reporting Person's sale of shares was completed in connection with his financial planning needs, including for tax and estate planning purposes.

SEC source: 0001261654-22-000073 · wf-form4_164746154010393.xml · nonDerivative · entry 1

Okinaka Shannon Lei · CIK 0001631318 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,246

F1 · shares: The shares were issued as non-employee director compensation under the Universal Technical Institute, Inc. 2021 Equity Incentive Plan and the award was approved by the Compensation Committee of UTI's Board of Directors on March 14, 2022.

SEC source: 0001261654-22-000064 · wf-form4_164642891247329.xml · derivative · entry 4

Kevane Christopher E. · CIK 0001486632 · SVP Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,326

Underlying: Common Stock, $0.0001 par value · 3,325 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F3 · derivative.exercise_date: On March 2, 2020, the reporting person was granted restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

F3 · derivative.expiration_date: On March 2, 2020, the reporting person was granted restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

SEC source: 0001261654-22-000064 · wf-form4_164642891247329.xml · nonDerivative · entry 3

Kevane Christopher E. · CIK 0001486632 · SVP Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,018

F2 · shares: Shares withheld to satisfy tax liability for the vesting of performance units granted on 3/2/2020.

SEC source: 0001261654-22-000064 · wf-form4_164642891247329.xml · nonDerivative · entry 2

Kevane Christopher E. · CIK 0001486632 · SVP Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,317

SEC source: 0001261654-22-000064 · wf-form4_164642891247329.xml · nonDerivative · entry 1

Kevane Christopher E. · CIK 0001486632 · SVP Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,473

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

SEC source: 0001261654-22-000049 · wf-form4_164608813451929.xml · nonDerivative · entry 1

Sanchez Loretta Lydia · CIK 0001860681 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,634

F1 · shares: The shares were issued as non-employee director compensation under the Universal Technical Institute, Inc. 2021 Equity Incentive Plan and the award was approved by the Compensation Committee of UTI's Board of Directors on February 24, 2022.

SEC source: 0001261654-22-000059 · wf-form4_164608910691335.xml · nonDerivative · entry 1

Brochick George W. · CIK 0001807493 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,233

F1 · shares: The shares were issued as non-employee director compensation under the Universal Technical Institute, Inc. 2021 Equity Incentive Plan and the award was approved by the Compensation Committee of UTI's Board of Directors on February 24, 2022.

SEC source: 0001261654-22-000061 · wf-form4_164608931791425.xml · nonDerivative · entry 1

DEVINCENZI ROBERT THOMAS · CIK 0001226186 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 105,768

F1 · shares: The shares were issued as non-employee director compensation under the Universal Technical Institute, Inc. 2021 Equity Incentive Plan and the award was approved by the Compensation Committee of UTI's Board of Directors on February 24, 2022.

SEC source: 0001261654-22-000057 · wf-form4_164608895524002.xml · nonDerivative · entry 1

SRERE LINDA J · CIK 0001193863 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 118,002

F1 · shares: The shares were issued as non-employee director compensation under the Universal Technical Institute, Inc. 2021 Equity Incentive Plan and the award was approved by the Compensation Committee of UTI's Board of Directors on February 24, 2022.

SEC source: 0001261654-22-000055 · wf-form4_164608876992918.xml · nonDerivative · entry 1

TRAMMELL KENNETH R · CIK 0001239782 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 111,521

F1 · shares: The shares were issued as non-employee director compensation under the Universal Technical Institute, Inc. 2021 Equity Incentive Plan and the award was approved by the Compensation Committee of UTI's Board of Directors on February 24, 2022.

SEC source: 0001261654-22-000053 · wf-form4_164608854843332.xml · nonDerivative · entry 1

LENNOX WILLIAM J JR · CIK 0001597376 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 102,406

F1 · shares: The shares were issued as non-employee director compensation under the Universal Technical Institute, Inc. 2021 Equity Incentive Plan and the award was approved by the Compensation Committee of UTI's Board of Directors on February 24, 2022.

SEC source: 0001261654-22-000051 · wf-form4_164608833635165.xml · nonDerivative · entry 1

Blaszkiewicz David · CIK 0001536971 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 103,039

F1 · shares: The shares were issued as non-employee director compensation under the Universal Technical Institute, Inc. 2021 Equity Incentive Plan and the award was approved by the Compensation Committee of UTI's Board of Directors on February 24, 2022.

SEC source: 0001261654-22-000042 · wf-form4_164306154163396.xml · nonDerivative · entry 1

Grant Jerome Alan · CIK 0001723537 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 107,152

F1 · shares: Shares withheld to satisfy tax liability for the vesting of performance units granted on 1/7/2020.

SEC source: 0001261654-22-000040 · wf-form4_164306144210951.xml · nonDerivative · entry 1

Anderson Troy R · CIK 0001789633 · EVP and CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,294

F1 · shares: Shares withheld to satisfy tax liability for the vesting of performance units granted on 1/7/2020.

SEC source: 0001261654-22-000038 · wf-form4_164306134791223.xml · nonDerivative · entry 1

Smith Lori B · CIK 0001799017 · SVP Chief Information Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,726

F1 · shares: Shares withheld to satisfy tax liability for the vesting of performance units granted on 1/7/2020.

SEC source: 0001261654-22-000034 · wf-form4_164306106497288.xml · nonDerivative · entry 1

Hitchcock Todd A · CIK 0001799015 · SVP Chief Strategy & Transform

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,054

F1 · shares: Shares withheld to satisfy tax liability for the vesting of performance units granted on 1/7/2020.

SEC source: 0001261654-22-000036 · wf-form4_164306116996915.xml · nonDerivative · entry 1

Severson Eric · CIK 0001746556 · SVP Admissions

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,576

F1 · shares: Shares withheld to satisfy tax liability for the vesting of performance units granted on 1/7/2020.

SEC source: 0001261654-22-000032 · wf-form4_164306094509603.xml · nonDerivative · entry 1

Smith Sherrell · CIK 0001371105 · EVP, Campus Ops & Services

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 174,298

F1 · shares: Shares withheld to satisfy tax liability for the vesting of performance units granted on 1/7/2020.

SEC source: 0001261654-22-000024 · wf-form4_164254905461882.xml · derivative · entry 2

Kevane Christopher E. · CIK 0001486632 · SVP Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 858 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001, 60% of which vested based on revenue and 40% of which vested based on income from operations for the fiscal year ended September 30, 2021, the sum of which was adjusted by the compound annual total shareholder return ("TSR") modifier. For purposes of determining the TSR, the change in the price of the Company's common stock was based upon the 30-trading day average closing stock price (i) ending on and including January 7, 2020, and (ii) ending on and including the last day of the Performance Period, or January 6, 2022. The number of shares delivered is equal to 8.6% performance achievement pursuant to the terms of the award and was approved by the Compensation Committee of the Board of Directors on January 13, 2022 per the terms of the award.

F1 · derivative.exercise_date: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001, 60% of which vested based on revenue and 40% of which vested based on income from operations for the fiscal year ended September 30, 2021, the sum of which was adjusted by the compound annual total shareholder return ("TSR") modifier. For purposes of determining the TSR, the change in the price of the Company's common stock was based upon the 30-trading day average closing stock price (i) ending on and including January 7, 2020, and (ii) ending on and including the last day of the Performance Period, or January 6, 2022. The number of shares delivered is equal to 8.6% performance achievement pursuant to the terms of the award and was approved by the Compensation Committee of the Board of Directors on January 13, 2022 per the terms of the award.

F1 · derivative.expiration_date: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001, 60% of which vested based on revenue and 40% of which vested based on income from operations for the fiscal year ended September 30, 2021, the sum of which was adjusted by the compound annual total shareholder return ("TSR") modifier. For purposes of determining the TSR, the change in the price of the Company's common stock was based upon the 30-trading day average closing stock price (i) ending on and including January 7, 2020, and (ii) ending on and including the last day of the Performance Period, or January 6, 2022. The number of shares delivered is equal to 8.6% performance achievement pursuant to the terms of the award and was approved by the Compensation Committee of the Board of Directors on January 13, 2022 per the terms of the award.

SEC source: 0001261654-22-000024 · wf-form4_164254905461882.xml · nonDerivative · entry 1

Kevane Christopher E. · CIK 0001486632 · SVP Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,148

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001, 60% of which vested based on revenue and 40% of which vested based on income from operations for the fiscal year ended September 30, 2021, the sum of which was adjusted by the compound annual total shareholder return ("TSR") modifier. For purposes of determining the TSR, the change in the price of the Company's common stock was based upon the 30-trading day average closing stock price (i) ending on and including January 7, 2020, and (ii) ending on and including the last day of the Performance Period, or January 6, 2022. The number of shares delivered is equal to 8.6% performance achievement pursuant to the terms of the award and was approved by the Compensation Committee of the Board of Directors on January 13, 2022 per the terms of the award.

SEC source: 0001261654-22-000030 · wf-form4_164254989050412.xml · derivative · entry 2

Grant Jerome Alan · CIK 0001723537 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 6,701 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001, 60% of which vested based on revenue and 40% of which vested based on income from operations for the fiscal year ended September 30, 2021, the sum of which was adjusted by the compound annual total shareholder return ("TSR") modifier. For purposes of determining the TSR, the change in the price of the Company's common stock was based upon the 30-trading day average closing stock price (i) ending on and including the grant date of January 7, 2020, and (ii) ending on and including the last day of the Performance Period, or January 6, 2022. The number of shares delivered is equal to 8.6% performance achievement pursuant to the terms of the award and was approved by the Compensation Committee of the Board of Directors on January 13, 2022 per the terms of the award.

F1 · derivative.exercise_date: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001, 60% of which vested based on revenue and 40% of which vested based on income from operations for the fiscal year ended September 30, 2021, the sum of which was adjusted by the compound annual total shareholder return ("TSR") modifier. For purposes of determining the TSR, the change in the price of the Company's common stock was based upon the 30-trading day average closing stock price (i) ending on and including the grant date of January 7, 2020, and (ii) ending on and including the last day of the Performance Period, or January 6, 2022. The number of shares delivered is equal to 8.6% performance achievement pursuant to the terms of the award and was approved by the Compensation Committee of the Board of Directors on January 13, 2022 per the terms of the award.

F1 · derivative.expiration_date: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001, 60% of which vested based on revenue and 40% of which vested based on income from operations for the fiscal year ended September 30, 2021, the sum of which was adjusted by the compound annual total shareholder return ("TSR") modifier. For purposes of determining the TSR, the change in the price of the Company's common stock was based upon the 30-trading day average closing stock price (i) ending on and including the grant date of January 7, 2020, and (ii) ending on and including the last day of the Performance Period, or January 6, 2022. The number of shares delivered is equal to 8.6% performance achievement pursuant to the terms of the award and was approved by the Compensation Committee of the Board of Directors on January 13, 2022 per the terms of the award.

SEC source: 0001261654-22-000030 · wf-form4_164254989050412.xml · nonDerivative · entry 1

Grant Jerome Alan · CIK 0001723537 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 109,961

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001, 60% of which vested based on revenue and 40% of which vested based on income from operations for the fiscal year ended September 30, 2021, the sum of which was adjusted by the compound annual total shareholder return ("TSR") modifier. For purposes of determining the TSR, the change in the price of the Company's common stock was based upon the 30-trading day average closing stock price (i) ending on and including the grant date of January 7, 2020, and (ii) ending on and including the last day of the Performance Period, or January 6, 2022. The number of shares delivered is equal to 8.6% performance achievement pursuant to the terms of the award and was approved by the Compensation Committee of the Board of Directors on January 13, 2022 per the terms of the award.

SEC source: 0001261654-22-000028 · wf-form4_164254942658206.xml · derivative · entry 2

Mason Sonia Claire · CIK 0001821986 · Chief Human Resources Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 495 shares

Expires 2022-09-15

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001, 60% of which vested based on revenue and 40% of which vested based on income from operations for the fiscal year ended September 30, 2021, the sum of which was adjusted by the compound annual total shareholder return ("TSR") modifier. For purposes of determining the TSR, the change in the price of the Company's common stock was based upon the 30-trading day average closing stock price (i) ending on and including January 7, 2020, and (ii) ending on and including the last day of the Performance Period, or January 6, 2022. The number of shares delivered is equal to 8.6% performance achievement pursuant to the terms of the award and was approved by the Compensation Committee of the Board of Directors on January 13, 2022 per the terms of the award.

F1 · derivative.exercise_date: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001, 60% of which vested based on revenue and 40% of which vested based on income from operations for the fiscal year ended September 30, 2021, the sum of which was adjusted by the compound annual total shareholder return ("TSR") modifier. For purposes of determining the TSR, the change in the price of the Company's common stock was based upon the 30-trading day average closing stock price (i) ending on and including January 7, 2020, and (ii) ending on and including the last day of the Performance Period, or January 6, 2022. The number of shares delivered is equal to 8.6% performance achievement pursuant to the terms of the award and was approved by the Compensation Committee of the Board of Directors on January 13, 2022 per the terms of the award.

SEC source: 0001261654-22-000028 · wf-form4_164254942658206.xml · nonDerivative · entry 1

Mason Sonia Claire · CIK 0001821986 · Chief Human Resources Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,201

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001, 60% of which vested based on revenue and 40% of which vested based on income from operations for the fiscal year ended September 30, 2021, the sum of which was adjusted by the compound annual total shareholder return ("TSR") modifier. For purposes of determining the TSR, the change in the price of the Company's common stock was based upon the 30-trading day average closing stock price (i) ending on and including January 7, 2020, and (ii) ending on and including the last day of the Performance Period, or January 6, 2022. The number of shares delivered is equal to 8.6% performance achievement pursuant to the terms of the award and was approved by the Compensation Committee of the Board of Directors on January 13, 2022 per the terms of the award.

SEC source: 0001261654-22-000026 · wf-form4_164254922485697.xml · derivative · entry 3

Smith Sherrell · CIK 0001371105 · EVP, Campus Ops & Services

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 1,551 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001, 60% of which vested based on revenue and 40% of which vested based on income from operations for the fiscal year ended September 30, 2021, the sum of which was adjusted by the compound annual total shareholder return ("TSR") modifier. For purposes of determining the TSR, the change in the price of the Company's common stock was based upon the 30-trading day average closing stock price (i) ending on and including the grant date of January 7, 2020, and (ii) ending on and including the last day of the Performance Period, or January 6, 2022. The number of shares delivered is equal to 8.6% performance achievement pursuant to the terms of the award and was approved by the Compensation Committee of the Board of Directors on January 13, 2022 per the terms of the award.

F1 · derivative.exercise_date: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001, 60% of which vested based on revenue and 40% of which vested based on income from operations for the fiscal year ended September 30, 2021, the sum of which was adjusted by the compound annual total shareholder return ("TSR") modifier. For purposes of determining the TSR, the change in the price of the Company's common stock was based upon the 30-trading day average closing stock price (i) ending on and including the grant date of January 7, 2020, and (ii) ending on and including the last day of the Performance Period, or January 6, 2022. The number of shares delivered is equal to 8.6% performance achievement pursuant to the terms of the award and was approved by the Compensation Committee of the Board of Directors on January 13, 2022 per the terms of the award.

F1 · derivative.expiration_date: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001, 60% of which vested based on revenue and 40% of which vested based on income from operations for the fiscal year ended September 30, 2021, the sum of which was adjusted by the compound annual total shareholder return ("TSR") modifier. For purposes of determining the TSR, the change in the price of the Company's common stock was based upon the 30-trading day average closing stock price (i) ending on and including the grant date of January 7, 2020, and (ii) ending on and including the last day of the Performance Period, or January 6, 2022. The number of shares delivered is equal to 8.6% performance achievement pursuant to the terms of the award and was approved by the Compensation Committee of the Board of Directors on January 13, 2022 per the terms of the award.

SEC source: 0001261654-22-000026 · wf-form4_164254922485697.xml · nonDerivative · entry 1

Smith Sherrell · CIK 0001371105 · EVP, Campus Ops & Services

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 175,011

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001, 60% of which vested based on revenue and 40% of which vested based on income from operations for the fiscal year ended September 30, 2021, the sum of which was adjusted by the compound annual total shareholder return ("TSR") modifier. For purposes of determining the TSR, the change in the price of the Company's common stock was based upon the 30-trading day average closing stock price (i) ending on and including the grant date of January 7, 2020, and (ii) ending on and including the last day of the Performance Period, or January 6, 2022. The number of shares delivered is equal to 8.6% performance achievement pursuant to the terms of the award and was approved by the Compensation Committee of the Board of Directors on January 13, 2022 per the terms of the award.